2000 Annual Report Contents Five Year Financial Highlights Corporate Profile Chairman’s Letter to Shareholders Fairfax Consolidated Financial Statements Auditors’ Report to the Shareholders Valuation Actuary’s Report Notes to Consolidated Financial Statements Management’s Discussion and Analysis Fairfax Insurance and Reinsurance Companies – Combined Financial Statements Fairfax with Equity Accounting of Lindsey Morden – Consolidated Financial Statements Lindsey Morden Group Inc. – Consolidated Financial Statements Fairfax Unconsolidated Financial Statements Appendix – Fairfax Guiding Principles Consolidated Financial Summary Corporate Information 1 2 5 28 32 32 33 52 92 94 96 98 100 101 102 2000 Annual Report Five Year Financial Highlights Revenue Net earnings Total assets Common shareholders’ equity Common shares outstanding – year-end (millions) Return on average equity Per share (in $ millions except share and per share data) 2000 1999 1998 1997 1996 6,188.5 137.4 5,788.5 124.2 3,574.3 387.5 2,088.3 1,475.8 232.5 150.8 31,833.3 31,979.1 20,886.7 10,207.3 5,778.4 3,180.3 3,116.0 2,238.9* 1,395.7 911.1 13.1 4.1% 13.4 4.3% 12.1* 20.1% 11.1 20.4% 10.5 21.4% Net earnings 9.41 9.20 32.63 21.59 15.36 Common shareholders’ equity 242.75 231.98 184.54 125.38 87.05 Market prices per share High Low Close 246.00 146.75 228.50 610.00 180.00 245.50 603.00 253.00 540.00 403.00 285.00 320.00 310.00 98.00 290.00 * not including share subscription receipts issued December 22, 1998 or their proceeds 1 FAIRFAX FINANCIAL HOLDINGS LIMITED Corporate Profile Fairfax Financial Holdings Limited is a financial services holding company whose corporate objective is to achieve a high rate of return on invested capital and build long term shareholder value. The company has been under present management since September 1985. Insurance subsidiaries Commonwealth Insurance, based in Vancouver, offers commercial property and oil, gas and petrochemicals insurance in Canada, the United States and internationally, and commercial casualty insurance in Canada. The company has been in business since 1947. In 2000, Commonwealth’s net premiums written were $80.0 million. At year-end, the company had capital and surplus of $146.9 million and there were 130 employees. Crum & Forster (C&F), based in Morristown, New Jersey, is a national commercial lines property and casualty insurance group in the United States that operates on a regional basis and produces business through a network of independent agents and brokers and specialty producers. The company has been in business since 1824. In 2000, C&F’s net premiums written were US$506.5 million. At year-end, the company had capital and surplus of US$980.5 million and there were 1,205 employees. Falcon Insurance, based in Hong Kong, writes property and casualty insurance to niche markets in Hong Kong. In 2000, Falcon’s net premiums written were HK$66.1 million (approximately HK$5.2 = C$1). At year-end, the company had capital and surplus of HK$241.8 million and there were 42 employees. Federated Insurance, based in Winnipeg, markets a broad range of insurance products in Canada primarily for commercial customers. The company has been in business since 1920. In 2000, Federated’s net premiums written were $71.0 million, consisting of $56.0 million of property and casualty business and $15.0 million of life and group health and disability products. At year-end, the company had capital and surplus of $42.9 million and there were 255 employees. Lombard Insurance, based in Toronto, writes a complete range of commercial and personal insurance products in Canada. The company has been in business since 1904. In 2000, Lombard’s net premiums written were $343.3 million. At year-end, the company had capital and surplus of $174.2 million and there were 673 employees. Markel Insurance, based in Toronto, is the leading trucking insurance company in Canada and has provided the Canadian trucking industry with a continuous market for this class of insurance since 1951. In 2000, Markel’s net premiums written were $65.2 million. At year-end, the company had capital and surplus of $45.5 million and there were 131 employees. Ranger Insurance, based in Houston, specializes in writing property and casualty insurance in the United States to niche markets which require unique underwriting, claims and loss control expertise (propane, agri-products, self-storage, bail bonds and public entities). The company has been in business since 1923. In 2000, Ranger’s net premiums written were 2 US$47.0 million. At year-end, the company had capital and surplus of US$107.7 million and there were 166 employees. TIG Specialty Insurance, based in Dallas, is licensed to write substantially all lines of property and casualty insurance in all states of the United States and in Canada. The company has been in business since 1911. In 2000, TIG’s net premiums written were US$978.6 million. At year-end, the company had capital and surplus of US$1,256.8 million and there were 748 employees. Odyssey Re Group reinsurance subsidiaries Odyssey America Reinsurance, based in Stamford, Connecticut, underwrites treaty and facultative reinsurance as well as certain insurance business, with branches in London, Paris, Singapore and Toronto and affiliated offices in New York, Miami, Mexico City, Santiago, Cologne, Stockholm and Tokyo. In 2000, Odyssey America Re’s net premiums written were US$677.2 million. At year-end, the company had capital and surplus of US$1,039.3 million and there were 304 employees. London market business is primarily underwritten through Syndicate #1218 at Lloyd’s. In 2000, the Syndicate’s net premiums written (included in Odyssey America Re’s net premiums written) were US$68.0 million. Compagnie Transcontinentale de R´eassurance (CTR), based in Paris, writes life reinsurance internationally. In 2000, CTR’s property and casualty and life reinsurance net premiums written were US$110.3 million. Effective July 1, 2000, CTR’s European property and casualty reinsurance was written through Odyssey America Re’s Paris branch, and effective January 1, 2001, CTR’s Asian property and casualty reinsurance was written through Odyssey America Re’s Singapore branch. At year-end, the company had capital and surplus of US$104.4 million and there were 119 employees. Other reinsurance subsidiaries CRC (Bermuda) Reinsurance, based in Bermuda, continues to be a major reinsurer of Lombard Insurance. In 2000, CRC (Bermuda)’s net premiums written were $118.0 million. At year-end, the company had capital and surplus of $147.9 million. ORC Re, based in Dublin, was established in 1997. It writes selected long term property and casualty reinsurance and fully reinsures the reinsurance portfolios of Fairfax’s international runoff operations to provide consolidated investment and liquidity management services, with the RiverStone Group retaining full responsibility for all other aspects of the runoff. In 2000, ORC Re’s net premiums written were US$141.4 million. At year-end, the company had capital and surplus of US$1,910.8 million and there were eight employees. Wentworth Insurance, based in Barbados, was incorporated in 1990. In 2000, Wentworth’s net premiums written were US$40.6 million. At year-end, the company had capital and surplus of US$154.4 million and there were seven employees. 3 FAIRFAX FINANCIAL HOLDINGS LIMITED Runoff subsidiaries The Resolution Group (TRG) was formed in 1993 to manage the runoff of International Insurance Company and other discontinued lines of business written by the former Talegen group of insurance companies. The runoff required effective management of major direct excess and surplus lines insurance and reinsurance liabilities, the resolution of complex litigation and the collection and management of reinsurance assets. At year-end, International Insurance had capital and surplus of US$319.2 million. RiverStone Group (RiverStone), run by TRG management, was established following the acquisition of TRG, primarily to manage the runoff of certain Fairfax insurance subsidiaries and other discontinued lines of business written by other Fairfax companies. RiverStone manages the Sphere Drake and Odyssey Re Stockholm runoff operations. Claims adjusting and insurance brokerage Lindsey Morden Group is engaged in providing claims adjusting, appraisal and claims and risk management services to a wide variety of insurance companies and self-insured organizations in Canada, the United States, the United Kingdom, continental Europe, the Far East, Latin America and the Middle East. In 2000, revenue totalled $376.9 million. The company was established in 1923, and at year-end the group had 3,705 employees located in 348 offices. Hub International is an insurance brokerage company selling a broad range of commercial, personal and life insurance products. The company was established in 1998, and at year-end had 1,330 employees in 113 offices in Canada and the United States. Investment management subsidiary Hamblin Watsa Investment Counsel (HWIC) provides investment management to the insurance, reinsurance and runoff subsidiaries of Fairfax. HWIC was founded in 1984. Note: All companies are wholly owned except TRG, a private company in which Fairfax owns an effective 27.5% economic (100% voting) interest; Lindsey Morden Group, a public company of which Fairfax owns 66.5% of the equity and 85.9% of the votes; and Hub International, a public company of which Fairfax owns 41.7%. 4 To Our Shareholders I was too optimistic! For the fourth time in 15 years and the first consecutive two year period, we did not earn a return on equity in excess of 20%. We earned 4.1% on shareholders’ equity in 2000 (versus 11.4% for the TSE300) – another year of very low returns on equity and again, for the second year in a row, a return less than the TSE300. Net income after taxes increased by 11% to $137.4 million while earnings per share increased by only 2% (because of preferred share dividends in 2000 of $13.4 million) to $9.41 from $9.20 per share. Book value per share increased by 5% to $242.75 while our share price dropped 7% to $228.50 from $245.50 at year-end 1999. From a net income and return point of view, there is no question that 1999 and 2000 were the worst years we have had in our 15 year history. This resulted in our stock price selling below book value for 15 months – from September 1999 to December 2000 – only the second time this has happened in our 15 year history (the first was from March 1990 to September 1991). Our low stock price attracted many ‘‘deep value’’ investors who purchased our stock just as they purchased bankrupt Loewen Group bonds. For most of 2000, Fairfax was worth more dead than alive and, given our results, it was easy to see why! 2000 was a very difficult and disappointing year for our company and its shareholders – and I was too optimistic as I said earlier (more on that later). Having admitted to very disappointing results in the last two years, I want to remind you again that since we began in September 1985, our company has always been run for the long term. We have stressed many times over the years and more recently in our November 1999 letter to you, our shareholders, that ‘‘we will accept short term volatility in our earnings for better long term results’’. While the future is always uncertain, I continue to believe that the long term prospects for Fairfax have never been brighter. Before discussing 2000 (easier to discuss the past than the present!), let me reiterate Fairfax’s excellent long term track record which has been achieved during the longest and toughest down-cycle in the history of the property and casualty business. Book value per share has compounded at 37% annually, while our stock price, even after the recent declines in 1999 and 2000, has compounded at 33% annually. In Canada, there are only two companies, and in the U.S., eight companies, whose stock price has compounded at a rate faster than ours over the past 15 years. Our company has earned an average 18.2% on shareholders’ equity since we began 15 years ago (below our objective of 20%, because of our low profits in the past two years) versus 9.4% for the 25 leading U.S. property and casualty insurers. There is only one property and casualty company in the U.S. and Canada that has had a higher return on equity than Fairfax in the past 15 years and none has compounded book value or stock price as fast. You can see why we are so grateful for this long term record. So what’s wrong with Fairfax? When stock prices go down, most investors, various industry analysts and commentators and perhaps even some of our own shareholders are concerned about (a) the long term prospects for Fairfax (Will it ever make a 20% return on equity again?) and (b) the financial strength of the company (Can it survive?). Both (a) and (b) arise from the fact that we purchased two very large U.S. property and casualty companies in 1998 and 1999 – Crum & Forster (C&F) and TIG. As you know, we bought them 5 FAIRFAX FINANCIAL HOLDINGS LIMITED at discounts to book value with reinsurance protection for reserve deficiencies and unrecoverable reinsurance. Many observers believe because we purchased these companies at discounts to book value that they were ‘‘damaged goods’’ or have some unfixable problems. On the other hand, they believe that paying multiples of book value for a company indicates that the company has a solid franchise. Our experience is just the opposite! While there are a few companies that have excellent franchises in the P&C industry, we believe that most acquirers of P&C companies at multiples of book value will be very disappointed with the returns that they will achieve on their purchase price, especially if they have no protection from the past. An analysis of recent acquisition activity in the P&C industry, we think, will confirm our view. Speaking of protection from the past, we have mentioned to you previously that the amortization of the negative goodwill created by our acquisitions at a discount to book value provides some protection from unforeseeable events arising from those acquisitions in the future. As more fully described on page 58, in 2000 we made various reductions to the amortization periods after a thorough review and analysis of the appropriate periods for amortization, based on all available knowledge. We continue to feel very strongly that we will achieve our 20% return on equity objective on our purchase price for both C&F and TIG – even though the returns will be delayed some! And here is where I have been too optimistic and very wrong! I underestimated the time it would take to turn around the combined ratios for C&F and TIG in the midst of a property and casualty market in 1998 and 1999 which was the softest in well over a decade. So I initially expected C&F to achieve 110% in 1999 and 106% in 2000 (versus results of 124% in 2000) and TIG to achieve 105% in 2000 (versus results of 123%). Clearly, I was too optimistic in my expectations in terms of how long it would take to reduce the combined ratios of C&F and TIG and our results have been atrocious because of that optimism. However, under the leadership of Bruce Esselborn at C&F and Courtney Smith at TIG, we believe strongly that it is not a question of ‘‘if’’ but only a question of ‘‘when’’ both companies achieve their goal of 100% combined or better. I have no forecasts as to ‘‘when’’ other than to say that C&F and TIG, like all of our companies, are singularly focused on this goal of underwriting profitability. The biblical ‘‘you will reap what you sow’’ does not make us unhappy, at least in a business sense. For you naysayers, the following table shows our record of combined ratios by company under our ownership compared to 5 year results prior to our purchase. 6 Company Canadian Markel Federated Commonwealth Lombard U.S. Ranger C&F TIG Reinsurance Odyssey Re Group* Average Combined Ratios for 5 years prior to purchase Average Combined Ratios during Fairfax ownership 122.4% 120.7% 106.1% 115.7% 110.3% 120.9% 118.0% 113.2% 106.5% (103.9%)(1) 102.5% 105.0% (98.3%)(2) 103.4% 134.0% 118.6% 121.2% 112.9% (109.5%)(3) * Including CTR, Odyssey Reinsurance Corporation and Odyssey America Re from their respective dates of acquisition (1) Average combined ratio under Mark Ram’s leadership, 1995-2000 (2) Excluding 1999 (3) Excluding 1999 catastrophes C&F and TIG’s experience in the next few years will likely be similar to Lombard and not Ranger. Remember Ranger was our first U.S. acquisition and it took us some time to identify and attract competent management – not dissimilar to our experience in Canada with our very first acquisition, Markel. Soon after we began in 1985, we went through the same problems at Markel as we did at Ranger. With C&F and TIG, we have been able to attract from among the very best management available in the U.S. property and casualty industry. More on combined ratios in the section on insurance operations. 2000 marked the year when the headwinds that have buffeted the U.S. P&C industry for the past 12 years changed. After years of discounting, insurance rates in the U.S. began to increase in 2000 and in fact gained momentum as the year progressed. C&F and TIG experienced price increases of 10-15% in many lines and our expectation is that this will continue in 2001 as the industry very much needs it (note you don’t necessarily get what you need!). We believe this cycle may have some ‘‘shelf life’’ because: 1) Retrocessional rates (i.e. the rates reinsurers pay for their reinsurance) have increased dramatically because of the drying up of capacity in Australia and significant losses at Lloyd’s. 2) 3) The worldwide reinsurance industry is running at high combined ratios. The 25 leading U.S. property and casualty insurers have earned a depressed average return on equity of 8.8% over the past 12 years. This has resulted in (a) very significant consolidation in the industry – most large commercial line insurers are now in strong hands (read focused on return) – and (b) management turnover at the top of those remaining independent insurers who may have still focused on market share. 7 FAIRFAX FINANCIAL HOLDINGS LIMITED 4) A number of insurers have experienced well-publicized serious financial difficulties. This has resulted in rating agencies being very pessimistic on the industry and access to capital from banks and capital markets being significantly reduced. 5) Reserve redundancies in the past five years, particularly from U.S. auto, are over. The industry has no place to hide and, in fact, reserve deficiencies from the soft markets of 1997-99 are clearly becoming more evident. Note – Fairfax’s indemnification and other protection obtained on the purchase of C&F and TIG relates to two of those three years. Rating agency pessimism on the U.S. P&C industry, combined with their expectation that it would take us much longer to turn around the operating performance of our recent purchases, C&F and TIG, unfortunately resulted in Fairfax’s debt ratings being downgraded. Here are some relevant statistics on our financial position as of December 31 in the past eight years. Holding company cash and marketable securities ($ millions) Net debt/equity Long term bank lines ($ millions) Unused indemnifications* Swiss Re protection** Negative goodwill S&P debt rating 1993 1994 1995 1996 1997 1998 1999 2000 4.1 47% 7.2 56% 70.4 48% 101.1 41% 207.1 37% 305.4 51% 712.7 34% 545.4 35% 75 26 – – 105 56 – – 215 33 – – 600 280 – 111.7 BBB BBB BBB+ BBB+ 1,000 1,300 1,300 1,265 334 – 184.1 BBB+ 957 – 227.8 BBB+ 673 1,087 234.2 BBB+ 463 715 129.8 BBB– * Against pre-acquisition reserve development and unrecoverable reinsurance, excluding TRG; see page 79 in the MD&A. ** See pages 56 and 57 in the MD&A. As you can see from the table above, our financial position in terms of cash and marketable securities in the holding company, net debt/equity, long term bank lines, balance sheet protection provided by indemnifications and our corporate insurance cover from Swiss Re, and negative goodwill have never been stronger than in 1999/2000. So while we have expanded significantly in the past five years, it has not been at the expense of our financial position. As it has always been our objective to maintain a very strong financial position, the downgrade in our debt ratings by Standard & Poor’s was very disappointing. We firmly believe that these ratings do not reflect our underlying financial strength on an absolute or relative basis. It is our expectation that improved performance by C&F and TIG will result in our ratings rising to levels that more appropriately reflect our underlying financial strength. The problems of the P&C industry plus concerns about our ratings have increased our bond spreads (and those of other industry participants) to record levels. The spreads on bonds that we issued at 150-200 basis points over treasuries, depending on term, have now more than doubled. Who said the markets are always rational? 8 Having discussed our debt ratings, I am happy to report that we were able to maintain C&F, TIG and Odyssey Re’s A.M. Best ratings at the ‘‘A’’ level (A- for C&F) – which are very important in the U.S. P&C insurance industry. C&F and TIG’s focus on re-underwriting their books of business to concentrate on underwriting profitability resulted in negative cash flow at their level. Combined with rising interest rates for most of the year (resulting in unrealized bond losses), 2000 provided Fairfax and HWIC management with some excellent experience which we could have done without! Our small team reacted well again. Speaking of our small team, we are very fortunate to have a ‘‘few good men and women’’ who, with no egos, are experienced in monitoring operations and reacting quickly to opportunities while focusing on downside protection from worst case events. The outstanding team we have at head office in Toronto includes Trevor Ambridge, Sam Chan, Francis Chou, Jean Cloutier, Brad Martin, Elizabeth Murphy, Rick Salsberg, Ron Schokking and John Varnell, and at Fairfax Inc. includes Jim Dowd, Scott Galiardo and Jim Migliorini in New York and Cindy Crandall in Dallas. During the year, C&F purchased Seneca Insurance as a bolt-on acquisition for US$65 million. Doug Libby, who has run Seneca for the past ten years, has had an excellent track record with combined ratios below 100% for the past five years, together with consistent reserve redundancies over the past ten years. Bruce Esselborn and Nick Antonopoulos (the President of C&F) knew Doug Libby and Seneca as they were former directors of the company. Seneca, which is headquartered in Manhattan, will serve as the New York City office for C&F. The purchase price of US$65 million was a small premium to underlying book value of US$59 million. We welcome Doug Libby and all the employees of Seneca to the Fairfax group and look forward to their significant contributions to our group. As you know, in 1999 we purchased approximately 38% of Zenith National Insurance Corp. run by Stanley Zax for the past 22 years. As a bonus, Stanley introduced us to Brian Caudle who heads the Advent Group which controls three syndicates at Lloyd’s of London with a combined underwriting capacity of some £250 million. Brian has one of the best track records at Lloyd’s spanning some 25 years. We sold Kingsmead Agencies, a Lloyd’s agency we inherited with the purchase of TIG, for 22% of Advent. We are delighted to be long term shareholders of Advent along with Brian Caudle. As an aside, insurance companies specializing in worker’s compensation in California have fallen like dominoes in 1999/2000. Zenith is one of the few specialty worker’s compensation insurance company survivors. In its second year of operation, Hub International, under Chairman Marty Hughes and President Rick Gulliver, ably assisted by John Varnell of Fairfax, completed several important acquisitions in the United States and Canada. Hub continued to improve profitability and operating free cash flow in 2000 and continues to respond to opportunities for expansion in the United States and Canada. On January 20, 2001, Hub announced its agreement to purchase the Kaye Group, a NASDAQ listed brokerage group, for approximately US$119 million. Hub has accomplished a great deal in a short period of time and is a strategic investment for Fairfax. For more information, please read Hub International’s Annual Report which is posted on Hub’s website www.hubinternational.com in the Investor Relations section under ‘‘Financial Reports’’. 9 FAIRFAX FINANCIAL HOLDINGS LIMITED After about five years of watching the developments in the state owned property and casualty industry in India, Fairfax was able to announce a joint venture with ICICI, a dynamic Indian commercial bank, as the Indian government decided to open up the industry to foreign investment for the first time since 1972. The joint venture, called ICICI-Lombard, gives us a maximum equity interest of 26% (under current law) for a capital investment of $10 million. This project required a significant commitment from a Fairfax-wide team to complete. Congratulations to Chandran Ratnaswami, Paul Fink, Jim Dowd, Jim Migliorini, Byron Messier, Kim Tan and many others for providing this long term opportunity to Fairfax. We expect to be writing policies this year. During the year, the principals of HWIC decided to discontinue management of external funds (primarily pension funds) and focus on the management of Fairfax funds alone. HWIC has been managing pension funds and some individual funds for the better part of 16 years. For the record (and for the last time), results over that time period have been as follows: Annualized rates of return (%) 16 years ended December 31, 2000 Canadian Equities TSE300 U.S. Equities S&P500 Canadian Bonds SM Index Balanced Fund 1985 – 2000 13.3 11.5 19.7 17.9 11.7 10.8 13.8 Source: Representative balanced fund managed by HWIC for 16 years These pension fund results rank HWIC among the top fund managers in Canada and the United States. The Value Fund, an HWIC managed pooled fund for individuals, compounded at 13.6% annually since inception in June 30, 1985 (versus 10.9% for the TSE300). The compensation arrangements with the principals of HWIC were also changed from the arrangements arrived at in 1992 when HWIC was purchased by Fairfax. Going forward, the principals will have a fixed salary and a discretionary bonus based on performance as opposed to the participation in the profit sharing pools that has prevailed over the past 8 years. These new arrangements were concluded to the satisfaction of all the principals. This brings me to my own compensation arrangements. For many years now I have felt that as a controlling shareholder involved in the management of the company, my compensation should be closely linked to all shareholders. So from 2000 onwards, my compensation will be a fixed salary of $600,000 with no bonuses. This compensation will not increase annually, and if 1999/2000 is repeated, could decrease!! However, to make sure that my family survives, Fairfax will examine instituting a dividend – yes, a modest dividend – in 2001 at an annual rate of $1 or $2 per share. Going forward, the only difference between me and you, our shareholders, will be my salary of $600,000 – which based on recent performance, many of you may think is too high! While the payment of a modest dividend results in double taxation to 10 most of you and is not as economically efficient as retaining all our profits and compounding at high rates of return (as we have done for the past 15 years), this was the only way I could think of to bring my compensation in line with your interests. While I may have generated some sympathy from you, I should add that I continue to travel well – in fact a little better recently because we sold our Lear Jet for US$2.5 million (cost US$1.8 million) and purchased a Gulfstream II for US$6.2 million. Below, we update the table on intrinsic value and stock prices that we first presented last year. INTRINSIC VALUE STOCK PRICE ROE % 25.4 31.3 21.2 20.3 23.0 21.3 7.7 20.3 12.1 20.1 21.4 20.4 20.1 4.3 4.1 % Change in Book Value* per Share % Change in Stock Price + 183 + 41 + 22 + 23 + 39 + 24 + 11 + 48 + 25 + 22 + 63 + 44 + 47 + 26 5 + +292 – 3 + 21 + 25 – 41 + 93 + 18 + 145 + 9 + 46 + 196 + 10 + 69 – 55 7 – 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 1985-2000 18.2% + 37% + 33% * First measure of intrinsic value as discussed in our 1997 Annual Report The table was discussed in great detail last year. I’ll spare you that this year! Suffice to say that while statistically, intrinsic value did not increase much last year (book value per share increased 5% while investments per share dropped 10% in 2000), the managements of our insurance and reinsurance businesses have significantly increased the long term value of our businesses, as should become evident in the next few years. We did a good job of masking the improvement in 2000! Of course, the low returns on equity resulted in our stock price continuing to be weak in 2000. Note, however, that over the long term, stock prices and book values have compounded at approximately comparable rates – depending on the year, book value or stock price is slightly ahead! As discussed in our 1999 Annual Report, the low stock price for Fairfax allowed us to repurchase some of our shares – 325,309 shares at an average price of $183.47 per share in 2000. This means that in 1999/2000 we retired 1,031,412 shares at an average price of $258.35 per share. As discussed last year, our policy of not buying back our shares at the expense of our financial position prevented us from buying back more shares of Fairfax in 2000. 11 FAIRFAX FINANCIAL HOLDINGS LIMITED As far as future acquisitions are concerned, other than small bolt-on acquisitions like Seneca, I want to reiterate our statements from our 1999 Annual Report. 1) We do not plan to make any significant acquisition until our group combined ratio drops to 105% and is clearly headed lower. 2) We do not plan to issue our stock at prices less than $500 per share to buy another company – however attractive it may be. Our guiding principles (again set out in the Appendix) were tested in 2000 and, I’m happy to say, survived intact. These guiding principles are firmly entrenched in all of our companies and are a major source of our long term strength. While internet stocks collapsed last year (more later), under Sam Chan’s leadership we initiated a Fairfax intranet that links all of our operations and provides a free flow of information across all our subsidiaries. Also, we are building our e-commerce platform and have two products developed from end-to-end on the internet. In both these ventures, we have benefited greatly from the committed services of DK Matai and mi2g. We look forward to further development in 2001. The table below shows the sources of our net earnings with Lindsey Morden equity accounted. 2000 ($000) 1999 ($000) (13,025) (96,570) (588,408) (273,131) (97,367) (247,364) 593,512 711,475 (105,288) 378,305 43,303 (15,387) 94,410 121,670 (54,231) 2,784 (164,743) (129,262) (5,362) 99,113 (5,067) – (167,196) (35,312) (32,963) (16,402) (22,966) – – (20,174) (12,586) (25,182) (173,306) (158,023) 23,279 8,633 137,441 124,208 Underwriting Insurance Canada U.S. Reinsurance Interest and dividends Insurance and reinsurance earnings (loss) before realized gains Realized gains Runoff Claims adjusting (Fairfax portion) Interest expense Goodwill and other amortization Negative goodwill Swiss Re premium Kingsmead losses Restructuring Corporate overhead and other Pre-tax income (loss) Less (add): taxes Less: non-controlling interests Net earnings 12 The table shows you the results from our insurance (underwriting and investments), runoff and non-insurance operations. In this report, insurance operations include reinsurance operations. Runoff operations include TRG, Odyssey Re Stockholm and Sphere Drake. Claims adjusting shows you our share of Lindsey Morden’s after-tax income. Goodwill and other amortization includes Hamblin Watsa goodwill ($1.4 million) and amortization from Ranger and Seneca. The corporate overhead expense is net of HWIC’s pre-tax income and interest income on Fairfax’s cash balances and, in 1999, includes one time expenses associated with our acquisitions. The premium payable to Swiss Re of $167.2 million is shown separately and discussed in the MD&A on pages 56 and 57. Also shown separately are realized gains so that you can better understand our earnings from our operating companies. Also, please note the unaudited financial statements of our combined insurance and reinsurance operations and of Fairfax with Lindsey Morden equity accounted, as well as Lindsey Morden’s financial statements, shown on pages 92 to 97. The continued very large underwriting losses were due to TIG ($342.9 million), C&F ($197.9 million), Odyssey Re Group ($97.4 million), Ranger ($47.6 million) and the Canadian insurance companies ($13.0 million). Reserve development for the 1999 accident year reflected in those underwriting losses cost us $164.4 million because of TIG ($99.4 million), C&F ($69.8 million), Odyssey Re Group ($5.4 million) and Ranger ($4.8 million), offset by the Canadian insurance companies’ net redundancies ($15.0 million). As we have taken this development into account in our 2000 loss ratio picks and because of higher rates in the U.S., we do not expect this negative reserve development to be repeated in 2001. Interest and dividends declined by $118.0 million in 2000 to $593.5 million because of a significant decrease in the investment portfolio of the insurance and reinsurance companies of $2.4 billion. The major reason for the decrease in the investment portfolios is the re-underwriting that took place in 2000 (please see page 82). With higher premiums and increased volumes, this should begin to reverse itself in 2001. Last year, we discussed Fairfax’s purchase of a US$1 billion adverse loss development reinsurance cover (for 1998 and prior claims and unrecoverable reinsurance) from an AAA rated subsidiary of Swiss Re Group. In 2000, we ceded US$272.3 million to the cover for a cumulative total of US$523.6 million. The adverse development arose mainly from TIG (US$150.9 million), C&F (US$18.1 million) and our runoff subsidiaries, mainly Sphere Drake (US$98.6 million). The cost for this cover in 2000 is the Swiss Re premium shown of $167.2 million (more on pages 56 and 57). Our runoff operations (TRG, Odyssey Re Stockholm and Sphere Drake) earned us $43.3 million, mainly because of higher investment income and realized gains on investments on the runoff portfolio, offset by losses from Sphere Drake that resulted from adverse development largely due to the 1999 European storms. The adverse development in the 1999 underwriting year ($164.4 million), the cost of protection (the Swiss Re premium) for 1998 and prior reserve development ($167.2 million), restructuring costs ($16.4 million) discussed in the MD&A on page 57, and Kingsmead losses ($33.0 million) discussed in the MD&A on page 57, cost Fairfax a total of $381.0 million 13 FAIRFAX FINANCIAL HOLDINGS LIMITED pre-tax, offset by a reduction in the amortization period of negative goodwill of $79.2 million, for a net pre-tax cost of $301.8 million. In spite of substantial realized gains in 2000, the very significant underwriting losses resulted in a pre-tax loss again in 2000 – similar to the one in 1999. We recorded a tax recovery of $173.3 million because our underwriting losses are in high tax jurisdictions while other income was earned in areas with lower tax rates. Insurance operations The table below shows the combined ratios of each of our companies for 2000 and 1999. While the group combined ratio in 2000 was worse than in 1999, the underlying operations are very much improved – but the figures mask the improvement. However, there is no question that I was too optimistic in my report to you last year and was wrong. As I said earlier, I underestimated the soft markets in the U.S. of 1998 and 1999, the effects of reserve deficiencies in these years on our results in 2000 and finally, the enormity of turning around these operations in the midst of these soft markets. While 1999 was impacted by catastrophes, 2000 was impacted by reserve development from the 1999 underwriting year. Excluding this reserve development, the group’s combined ratio was 112.6%. Underwriting loss 2000 ($ millions) 3.7 4.6 2.7 2.0 Combined ratio 2000 % 105.5 106.5 100.6 103.4 1999 % 186.7 113.8 105.0 104.6 Commonwealth Federated Lombard Markel Total Canadian insurance 13.0 102.0 114.9 Ranger C&F TIG Total U.S. insurance Odyssey Re Group* Total reinsurance Total * including CTR 47.6 197.9 345.9 588.4 97.4 97.4 146.3 124.3 123.1 149.4 120.9 105.6 124.3 111.8 108.0 119.4 108.0 119.4 698.8 116.3 114.6 From the table you can see that our Canadian operations, while not yet below 100% in total, are well on their way to achieving that objective. Our U.S. operations, particularly TIG and C&F, were significantly impacted by reserve development from the 1999 year. Excluding this development, the combined ratio for TIG was 116.4% and C&F 116.3%. Given the re-underwriting that was done in both companies and the price increases achieved, the 14 combined ratios for both companies should decline significantly in 2001 but not to our targeted level of 100% – yet! For all our U.S. insurance business, price increases and improved policy conditions were applied gradually over the year, with price increases accelerating to their highest levels in the fourth quarter. While these measures are partially reflected in this year’s underwriting results, their full impact will not be realized until 2001. Commonwealth, with its significant U.S. property and oil and gas business, bounced back in 2000 with a combined ratio of 105.5% from its record high ratio of 186.7% in 1999. Gross premiums written increased by 25% over the prior year to $213.0 million while net premiums written increased by 74% to $80.0 million. Commonwealth’s expense ratio dropped by 9.2 percentage points to 25.1% as underwriting expenses declined by 9% to $15.6 million. Commonwealth should have an excellent year in 2001 barring catastrophes. In 2000, the company earned $6.8 million after tax compared to a loss of $12.0 million in 1999. During the year, John Watson passed the CEO title to Ron Schwab but will continue as Chairman of the company. During his tenure as CEO of Commonwealth, John Watson took the company from $68.4 million in gross premiums written in 1977 to $213.0 million gross premiums written in 2000 with a cumulative combined ratio of 98.3% (excluding 1999). Cumulative after-tax income earned during John Watson’s tenure was more than $182 million. During this period, Commonwealth’s shareholders’ equity increased from $3.3 million in 1977 to $146.9 million at the end of 2000, after net dividends paid of $70.3 million. Commonwealth has been a great investment for Fairfax and on behalf of all our shareholders, we thank John for his superb performance. John will continue to help Fairfax in a variety of ways. Federated, under John Paisley’s leadership, improved its combined ratio to 106.5% in 2000 from 113.8% in 1999 (including the life company). The reason Federated did not achieve its 100% goal was again due to a high frequency of large ‘‘individual risk’’ losses. For example, in 2000, Federated had its largest property loss ever, which was a total fire loss of an equipment dealership with an excellent twelve year relationship with the company. This is the inherent risk in our business! John Paisley has achieved a 10% rate increase during 2000, has continued re-underwriting the book of business including exiting the fertilizer dealer market, and with a high 88% retention ratio expects to have a combined ratio below 100% in 2001. Federated’s property and casualty gross premiums written increased by 2% to $65.0 million while its net premiums written increased by 1% to $56.0 million. Federated maintained its expense ratio below 30%. It earned $0.9 million after tax in 2000 versus $2.3 million in 1999 mainly due to reduced realized gains. Federated Life had gross premiums written of $18.5 million, an increase of 8% from 1999. Net premiums written increased by 4% to $15.0 million. Profit after tax was $1.5 million, almost twice that earned in 1999 because of reduced expenses, lower loss ratios and higher investment income. Federated Life will be changing its name so as to access new distribution channels, markets and partners. Lombard’s combined ratio improved significantly to 100.6% due to strict underwriting discipline (resulting in a 38% drop in new business written) combined with reserve redundancies from past years. During the year, Byron Messier and his management team 15 FAIRFAX FINANCIAL HOLDINGS LIMITED undertook a company-wide focus to reduce underwriting and claims leakage (not charging enough for your services and paying too much for claims). Together with a continued focus on underwriting profitability, Byron expects to achieve a combined ratio below 100% in 2001. In late 2000, Lombard formed a strategic partnership with CARP (Canadian Association of Retired Persons) as sole supplier of property and casualty products through CARP to Canadians over the age of 50. I’m a member also but definitely not retired!! This strategic partnership will help Lombard’s Privilege 50 program which had net premiums of $30.8 million (versus $29.8 million in 1999) with a combined ratio of 101.4% (115.0% in 1999). Lombard’s gross premiums written (including cessions to CRC (Bermuda)) were down 2% to $501.5 million in 2000 while net premiums written (on the same basis) were down 5% to $444.7 million. Net income after taxes increased to $41.2 million from $29.7 million in 1999. Falcon, led by Kenneth Kwok, continued to write very little business due to soft markets in 2000. Falcon wrote net premiums of HK$66.1 million (Cdn$12.6 million) in 2000 versus HK$60.5 million (Cdn$12.1 million) in 1999. With a start-up expense ratio of 86%, Falcon had a combined ratio of 173% in 2000 versus 165% in 1999. With a hardening market at year-end 2000 and planned expense reductions, Falcon expects to get its combined ratio below 120% in 2001. Falcon lost HK$29.1 million (Cdn$6.7 million) in 2000. In what was another terrible year for most writers of long-haul trucking insurance in Canada and the U.S., Markel, under Mark Ram’s management, once again delivered a solid combined ratio of 103.4% in 2000. With its proven leadership position in the trucking insurance marketplace, its experienced team and strong reserving practices, Markel is well-positioned to achieve its 100% combined ratio goal in 2001. Over the past six years under current management, Markel has outperformed both the long-haul trucking insurance marketplace and the general property and casualty industry in Canada, writing a total of $500 million of business with an average combined ratio of 103.9%. In 2001, Markel will be celebrating its 50th anniversary serving the Canadian trucking industry. We’re certainly looking forward to the next 50 under Mark’s leadership!! Gross premiums written in 2000 increased by 16% to $89 million while net premiums written rose by 19% to $65 million. Net income after taxes was down $4.5 million to $1.1 million due primarily to lower investment returns. The downsizing of Ranger continued in 2000. The company’s gross written premiums declined to US$78.0 million from US$137.6 million in 1999, and its net written premiums to US$47.0 million from US$88.3 million – both down about 50% from 1999. While the all-in combined ratio was 146.3%, excluding discontinued lines the combined ratio was 121.6%. In spite of an expense reduction of 31% to US$32.6 million in 2000, Ranger has an extremely high expense ratio (including commissions) of 50% which we are working with Phil Broughton to reduce. Ranger, like other U.S. companies, has had significant rate increases recently – and we wait patiently for improved results. Ranger had a pre-tax loss of US$19.1 million (before stop loss) versus US$25.6 million in 1999 (before stop loss). Ranger’s management continues to take the actions necessary to improve results – but no forecasts from me for 2001! Our confidence in Bruce Esselborn was not misplaced. Bruce, Nick, Mary Jane Robertson (C&F’s CFO) and the new management team are well on their way to restoring the excellent underwriting reputation that C&F once had many decades ago. As shareholders, you will be 16 extremely pleased at the huge asset that this team is expected to develop for Fairfax over the next few years. Bruce is very much focused on underwriting profitability and is shooting for ‘‘a nickel on the dollar’’ in terms of underwriting profits. Here’s what the C&F team has done in 2000: 1) The management team was strengthened significantly, particularly with underwriting talent. Underwriting focus and discipline was restored. Pricing (renewal pricing up 11.9% in the fourth quarter) and policy terms were improved. Unprofitable business was shed. Commissions were reduced by almost 3 percentage points. 2) 3) 4) 5) 6) Operating expenses were cut by US$18.7 million. 7) 8) Product offerings were expanded (D&O and Surety, for example). Seneca and Transnational (a surplus lines shell renamed Crum & Forster Specialty) were acquired. 9) The agency force was refreshed and expanded with 277 appointments and 32 terminations. These significant actions were masked by the high combined ratio of 124.3% that C&F had for 2000. The trend in combined ratios and renewal rate increases is shown below. 2000 First quarter Second quarter Third quarter Fourth quarter Renewal rate increase 10.6% 10.2% 13.0% 11.9% Combined ratio (accident year) 133.3% 123.9% 119.9% 111.5% In 2000, C&F’s gross premiums written declined 9% to US$679.8 million while net premiums written declined 15% to US$506.5 million. The retention ratio of 51% during 2000 reflected the re-underwriting done during the year. Excluding Seneca, new business premium in 2000 was up 18% to US$170.7 million. Loss after taxes in 2000 was US$15.5 million. C&F had a strong month in January 2001 with gross premiums written of US$105.5 million (versus US$55.7 million in January 2000), not counting US$11.4 million from the 2000 acquisition of Seneca. The full force of management’s actions will be felt in large part in 2001. More significantly, we expect that over the next few years, Crum & Forster will become one of the excellent underwriting focused insurance companies in the U.S. TIG Specialty Insurance had an extremely difficult year in 2000 with a combined ratio of 123.1% versus a target ratio of 105%. This was mainly due to a significant underestimation of the 1999 accident year loss and LAE ratio. When the 2000 plan was created, TIG thought that 17 FAIRFAX FINANCIAL HOLDINGS LIMITED the 1999 underwriting year was 18 points better than it actually turned out to be. This was a result of the very soft market in 1999 generally, mentioned earlier, together with significant negative development taking place in most of its business segments including Workers’ Compensation, Excess Casualty, Non-Standard Auto and Sports and Leisure. This shortfall was accentuated by very poor results in an expanding non-standard auto book as well as some drag from clean-up activities of the past. As TIG distributes its products through managing general agents (MGAs), pricing and claims management initiatives took longer to take hold. As at C&F, Courtney Smith and his management team have made very significant improvements in TIG’s operations, which have been masked by the very poor results in 2000. Some of these improvements were: 1) The management team was strengthened significantly, particularly in claims and actuarial. 2) 3) A management reporting and control system is now in place by customer group. Key producer contracts were renegotiated to provide more pricing, underwriting and claims control. 4) Pricing (renewal pricing up 13% in the fourth quarter) and policy terms were 5) 6) improved. Unprofitable distribution relationships were terminated. Third party administrator relationships on 24 programs were terminated. Those claims are now being handled in-house. Improvements in the quality of claims handling at TIG should significantly reduce claims costs in the future. 7) Operating expenses were cut by US$5.6 million. 8) Commission rates were reduced for many underperforming programs and more closely linked to underwriting performance. 9) The Special Risk Operations Unit (US$41.8 million in net premiums written) and Hawaii (US$54.8 million in net premiums written) achieved combined ratios below 100%. A very strong focus on strict underwriting (in spite of the MGA relationships), higher price increases, a changing mix of business and much improved claims management should yield substantially improved results in 2001. TIG remains committed to achieving an underwriting profit in 2002. TIG’s gross premiums written in 2000 were US$1,379.4 million versus US$1,350.0 million in 1999. Net premiums written increased 2% to US$978.6 million and the combined ratio for 2000 was 116.4% (excluding 1999 reserve strengthening) versus a restated combined ratio for 1999 of 118.4%. Net loss after taxes for 2000 was US$125.9 million versus US$24 million for nine months in 1999. Under Andy Barnard’s leadership, Odyssey Re Group consolidated its global franchise via a branch network with offices all over the world. The company operates with a capital base of over US$1 billion and had a worldwide gross premium base of US$986 million. Net premiums 18 written worldwide decreased by 3% in 2000 to US$787.5 million from US$814.9 million in 1999. The combined ratio for 2000 was 108.0%. While these results did not achieve our objective of 104% for 2000, we expect that Andy and Odyssey Re Group outperformed the reinsurance industry’s 2000 combined ratio. Given the increase in underlying insurance rates and the higher reinsurance rates experienced in January 2001, Odyssey Re Group is well positioned to drop its combined ratios to the 103%-104% area in 2001. Odyssey Re Group earned US$110.4 million after taxes in 2000 versus a loss of US$48.0 million in 1999. With the exception of TIG, our insurance companies continue to be well capitalized as shown on page 85. Important information for you to review when you look at insurance companies is the disclosure regarding their claims reserves. As you know, it is our policy to have our reserves set at a level that results in redundancies in future years. How did we do in 2000? We provide extensive disclosure on our claims reserves beginning on page 62 in the MD&A. In Canada, our insurance companies had redundancies of $17.1 million in 2000 while in the U.S., C&F, TIG and Ranger had an aggregate deficiency of US$284.8 million. Odyssey Re Group had an aggregate deficiency of US$62.1 million. The reasons for these deficiencies, including the softness of the insurance market in 1999, are discussed on pages 68 to 72 in the MD&A. We continue to work to get our U.S. and reinsurance reserves to the standards of our Canadian reserves. During the year, the RiverStone Group (TRG), led by Mike Coutu and Dennis Gibbs, took over the runoff of all discontinued operations across the Fairfax group. As well, they became responsible for: a) settling all latent claims including asbestos, pollution and other hazards. Also, all construction defect claims, originating mainly from California, were centralized under RiverStone; b) the management of reinsurance recoverables across the group, particularly ones in dispute or with financial problems. They are also responsible for all commutations as well as the security list for ongoing reinsurers; and c) the management of any significant lawsuits, including the personal accident and worker’s compensation dispute described in last year’s Annual Report. TRG has been a tremendous resource for us and the 160 people that they have at Manchester, New Hampshire are a welcome addition to the Fairfax family. Please review the MD&A for more details on our runoff operations. Claims adjusting 2000 was a very poor year for Lindsey Morden. Revenue dropped 15% to $376.9 million in 2000, while the company lost $23.1 million after taxes – the largest loss in its history. The losses were mainly due to poor results in North America and the United Kingdom. Free cash flow was negative $7.7 million ($0.64 per share) compared to a positive $25.6 million ($2.17 per share) in 1999. These poor results resulted in the elimination of the dividend in early 2001. In normal succession planning, Ferd Roibas was made President and Chief Operating Officer as of September 14, 2000 while Ken Polley became Chairman of the Board replacing me. Ken has 19 FAIRFAX FINANCIAL HOLDINGS LIMITED retired as CEO after almost 35 years with Lindsey Morden, and on an interim basis Francis Chou has become Chief Executive Officer. Ken’s dedication to Lindsey Morden was legendary, and he was at the helm as it developed from a purely Canadian operation, with annual revenue of $31 million when it went public in 1987, into one of the few global claims management companies, with revenue of $377 million last year. During the year, Karen Murphy, former Chief Financial Officer of a large property and casualty insurance company in Canada, joined Lindsey Morden as Chief Financial Officer. Peter Fritze, from Torys, joined Lindsey Morden as Senior Vice President, Corporate Affairs. Farid Nagji was promoted to President, U.S. Operations on Don Smith’s retirement. This team has the urgent task of returning Lindsey Morden to profitability immediately and then capitalizing on its opportunities as one of the few global adjusters in the world. To maintain Lindsey Morden’s financial strength, the company did a $20 million rights issue (at $8.50 per share) in late 2000 back-stopped by Fairfax. The issue was almost totally subscribed by Fairfax. Only a year ago, I happily reported to you that we bought 0.8 million shares at $20.00 per share!! For more information on Lindsey Morden, pleaser refer to their annual report that you can get from their website (www.cunninghamlindsey.com). Financial position As mentioned in previous Annual Reports, we feel our unaudited balance sheet with Lindsey Morden equity accounted (shown on page 94) is the best way to understand our financial position. Below, we show you our year-end financial position compared to the end of 1999. Cash and marketable securities Long term debt Net debt Common shareholders’ equity Preferred securities Total equity Net debt/equity Net debt/total capital 2000 1999 ($ millions) 545.4 1,851.4 1,306.0 3,180.3 592.0 712.7 1,959.0 1,246.3 3,116.0 578.8 3,772.3 3,694.8 35% 26% 34% 25% As shown, there was very little change in our financial position during the year 2000. Similar to only once before (1990), shareholders’ equity did not increase significantly in 2000. Our net debt to equity and net debt to total capital ratios increased a little because of a reduction in cash and marketable securities in the holding company and the effect of the lower Canadian dollar on U.S. dollar denominated debt. As insurance company balance sheets can be complicated, this year we wanted to review for you on a line-by-line basis all of the major assets and liabilities on our balance sheet. To spare some of you less-detailed types, this commentary is included in the MD&A beginning on page 60. From this review, you can see why we feel our balance sheet is very sound and conservatively accounts for our assets and liabilities. 20 Due to our low profits in the last two years, our financial position at year-end 2000 is not as strong as it was last year. However, it continues to be strong for the following reasons: 1) We have no bank debt. Our debt consists of seven public debentures with a long term to maturity (3 years to 37 years) and low interest rates (6.875% to 8.30%), two small debentures issued to vendors, and certain debt assumed with the acquisition of TIG. All of the public debentures were issued under a single trust indenture containing no restrictive covenants, thus providing us with great flexibility. We have swapped the fixed interest rates on all of the public debentures (with the exception of the ones maturing in 2003) into floating rates (or as noted in the next sentence), saving approximately 69 basis points on average currently. We swapped US$125 million of our 7.375% debentures due April 15, 2018 for Japanese yen denominated debt of the same maturity with a fixed rate of 3.48% per annum (see note 5 to the consolidated financial statements). Including the amortization of the unrealized foreign exchange loss on this swap over the remaining term to maturity, the effective rate for 2000 was 5.081% per annum, still below the 7.375% coupon rate of the swapped debentures. 2) We have unsecured, committed, long term bank lines in excess of $1.2 billion with excellent covenants. These bank lines are with five Canadian, five U.S. and three European banks. Please see the details on page 87 in the MD&A. 3) Our net long term debt is less than three times our normalized earnings base (you have yet to see it!!). Also, our earnings base is well diversified among many insurance and reinsurance companies and Lindsey Morden and geographically from Canadian, U.S. and international sources of income. 4) Available cash flow at the Fairfax (holding company) level from dividends, management fees and interest covers our administrative and interest expenses and preferred dividends by about two times. This is based on normal dividend payouts from our insurance companies, which are much less than our maximum dividend- paying capacity. Note Fairfax’s combined holding company income statement on page 99. 5) With more than $500 million in cash and marketable securities in the holding company at year-end, we could pay our administrative and interest expenses and preferred dividends at Fairfax, with no dividends from any of our insurance or reinsurance companies, for approximately two years – our management holding company survival ratio! This is less than our target of three to four years. 6) As discussed on page 85 in the MD&A, all our insurance and reinsurance companies (with the exception of TIG) are well capitalized with significant solvency margins in excess of mandated regulatory levels. 7) Our foreign exchange exposure from our U.S. insurance and reinsurance companies has been fully hedged by our U.S. dollar debenture issues and the purchase of foreign exchange contracts. 21 FAIRFAX FINANCIAL HOLDINGS LIMITED Investments Finally, equity markets in the U.S. declined in 2000, with the S&P500 down 10% and the NASDAQ down 39%. The TSE300 was up slightly (6%) while U.S. long treasuries increased significantly as long term interest rates dropped from 61/2% to 51/2%. The unrealized gains (losses) as of year-end are as follows: Bonds Preferred stocks Common stocks 2000 1999 ($ millions) (463.3) (1,241.0) (0.7) (25.2) (1.3) 15.7 (489.2) (1,226.6) We realized $382.8 million in gains in 2000 – more than triple what we realized in 1999 and almost equal to the record realized gains in 1998 of $441 million. Unrealized bond losses declined significantly from $1,241.0 million as of December 31, 1999 to $463.3 million as of December 31, 2000 and continued to decline in 2001 to about $220 million as of February 28, primarily reflecting declining long term interest rates. Assuming corporate spreads remain at their current levels (they deteriorated in 2000), our unrealized bond losses would disappear at long term interest rates of 5% and would become an $800 million unrealized gain at long term interest rates of 4%. We are relieved that our comment to you last year, that unrealized bond losses do not impact our regulatory capital in the U.S. and will not be realized (as we can hold these bonds to maturity or until interest rates drop), was justified only one year later. However, not realizing significant bond losses at C&F and TIG, in a negative cash flow environment resulting from declining premiums (because of very soft industry pricing), was much more difficult than we expected and required the talents of all of our people, including HWIC, Fairfax and the financial staff at both companies. 22 Shown below is our record of realized gains since inception. Investment portfolio (average) ($ millions) Realized gains – ($ millions) – % of portfolio Unrealized gains (losses) (at year-end) – ($ millions) – % of portfolio Investment portfolio (average) ($ millions) Realized gains – ($ millions) – % of portfolio Unrealized gains (losses) (at year-end) – ($ millions) – % of portfolio 1986 1987 1988 1989 1990 1991 1992 1993 64.2 109.8 130.8 135.7 237.9 338.5 366.5 418.2 1.0 1.6 1.1 1.2 9.2 8.4 7.8 6.0 15.5 11.4 2.3 1.0 (4.5) (1.3) 3.4 0.9 27.8 6.6 (6.9) (5.6) 5.2 3.8 (1.1) (0.8) (34.0) (10.1) (6.1) (1.8) (17.3) (4.4) 11.5 1.4 1994 1995 1996 1997 1998 1999 2000 852.0 1,608.1 2,548.1 4,584.6 8,877.5 14,684.0 16,306.2 20.0 2.3 71.9 4.5 131.3 5.2 206.8 4.5 440.8 5.0 121.7 0.8 382.8 2.3 (30.9) (2.0) 14.5 (0.9) 127.2 8.7 122.7 2.1 5.5 0.0 (1,226.6) (7.0) (489.2) (3.2) You will note the following from the table above: 1. Realized gains have been significant over the years with no predictability whatsoever. However, we have earned realized gains in some years in excess of 5% of the portfolio. While unable to predict when, we think this is still a very realistic possibility for Fairfax even with a $15 billion investment portfolio. 2. Unrealized gains/losses have no predictability whatsoever in terms of future realized gains. 3. Cumulative realized gains since we began in 1985 have been $1.4 billion. With a much larger portfolio to work with and the same investment team (a little older now), we expect to earn significant realized gains in the future. Discontinuing management of pension and individual portfolios allows HWIC to focus even more on this objective. As discussed in our 1998 Annual Report, the possibilities for realized gains continue to be: 1. We have approximately $5.5 billion invested in ‘‘put’’ bonds (described in our 1997 Annual Report) that have significant upside potential if interest rates decline (limited downside if interest rates increase). As a result of these put bonds, our bond portfolio has an average maturity of 8 years to the put date and 18 years to the long date. 2. We continue to have US$800 million in S&P500 Index puts at an average level of 1,277, which can result in large profits if the U.S. stock market declines significantly. Since we began buying these puts three years ago, they have cost us US$163 million, of which US$115 million has been written off at December 31, 2000. 3. We have $885 million invested in common stock on which we expect to make significant gains. 23 FAIRFAX FINANCIAL HOLDINGS LIMITED Gross realized gains in 2000 totaled $488.5 million. After realized losses of $12.4 million and increased provisions of $93.3 million (primarily on the S&P500 Index put contracts and on a preferred stock inherited on an acquisition), net realized gains were $382.8 million. Net gains from fixed income securities were $22.4 million while net gains from common stocks and other investments were $360.4 million. The principal contributors to the stock realized gains were Latin American stocks ($247.8 million), Loews ($53.4 million), put contracts on a basket of technology stocks ($47.4 million), Samsung Fire & Marine ($7.5 million), Everest Re ($6.8 million) and Old Republic ($6.3 million). As an aside, we have made cumulative realized gains in excess of $500 million outside North America since we began investing internationally in 1997. The table on page 83 shows the return on our investment portfolio. Investment income (interest and dividends) increased in 2000 due to the inclusion of TIG Specialty Insurance and Odyssey America Re for a full year, partially offset by a reduction in premiums due to re-underwriting and the runoff of certain insurance company portfolios. Pre-tax investment income increased to $62.10 per share in 2000 from $56.48 in 1999. The speculation that we documented in our 1999 Annual Report ended with a thud in 2000 as technology stocks came back to earth. As shown below, the ‘‘senior’’ issues have dropped by more than 50% while the junior issues are down over 90%, as expected. By the way, we would consider these declines as ‘‘permanent’’ losses as mentioned in last year’s Annual Report, as it is highly unlikely that any of these companies will see the high prices that prevailed in 1999/2000 again in the next ten years. December 31, 1999 December 31, 2000 % change ‘‘Senior’’ issues AOL Time Warner Amazon.com Yahoo! Cisco Dell ‘‘Junior’’ issues DoubleClick Go2Net Infospace.com Red Hat VerticalNet * at February 27, 2001 75.88 76.13 216.34 53.56 51.00 126.53 87.00 53.50 105.63 82.00 34.80 15.56 30.06 38.25 17.44 11.00 16.10 8.84 6.25 6.66 –54 –80 –86 –29 (–55)* –66 –91 –81 (–92)* –83 (–93)* –94 –92 When you consider that AOL Time Warner is still selling at 61x cash earnings (pro forma loss of $1.02 per share), Yahoo! at 59x cash earnings (before charges related to acquisitions, investment losses, etc.) and Amazon.com is still losing money, you may feel like us that there is still plenty of downside left. While technology stocks have come down significantly, as we have just discussed, the S&P500 is still selling at very high levels. I have to admit that we first began getting concerned about U.S. equity markets in late 1996 and very concerned from 1998 onwards. As the markets went 24 higher, we felt we were from another planet (another country I can understand!). Here’s an update on the S&P500 since 1996. As of December 31 Index Earnings Price/ Earnings % Change in Index 1996 1997 1998 1999 2000 741 970 1229 1469 1320 39 40 38 49 54 19x 24x 33x 30x 25x 1996-2000 +38% +32% +31% +27% +20% –10% +78% As you can see, the S&P500 was down 10% in 2000 but is still a far cry from where it was in 1996. While the P/E ratio declined in 2000, it is still at very high and vulnerable levels. As an example of high P/E ratios, we observed in 1997 that GE was selling at 27.5x earnings. Currently, GE is selling at 38x earnings. Perhaps we are in a ‘‘New Era’’ with an all-powerful Federal Reserve that justifies GE selling at 38x earnings and 9.4x book value. We beg to differ and remind you that the S&P500 dropped by approximately 50% between 1972 and 1974, the last time GE sold at an astronomical P/E of 28x earnings. GE, by the way, dropped 59% in that time period. And yes, it took GE ten years to get back to the high price that it sold at in 1972. While the investment climate appears to have decidedly turned bearish in the past three months, we want to remind you that we continue to think that most participants in today’s equity markets in the U.S. will suffer significant permanent loss and it is very likely that the high price for the S&P500 (1,552) and Dow Jones (11,750) reached in early 2000 will not be seen again in the next ten years. While this may sound like a very bold statement, all it reflects is the fact that the median P/E over the past 100 years in the U.S. is approximately 15x and long term earnings growth for the S&P500 has been in the 6% – 7% area annually. So-called ‘‘long term’’ investors in the marketplace who are extrapolating the 15% – 20% return of the past decade are very likely to be disappointed. We must also remind you again of two major risks that we see in the U.S. and Canadian financial markets that we first commented on in our 1997 Annual Report. The first is a potential ‘‘run’’ on mutual funds and the second is the possibility of ‘‘repricing of risk’’ as the default experience of bonds collateralized with consumer debt (credit card receivables, second mortgages, auto dealer receivables, etc.) becomes significantly worse than in the past. These are very significant risks given that more than 50% of all Americans are now in the stock market. It could be very dangerous. As you know, we have backed our concerns about the U.S. markets with US$800 million (notional value) in S&P500 Index puts and also US$142 million (notional value) in similar one year contracts on a basket of technology stocks (we realized some of the gains in 2000). The S&P puts have already cost us US$115 million over the past three years as we have expensed the purchase costs of these puts over the terms of the contracts. The US$800 million in S&P puts have a carrying value of US$48 million in our books (current value approximately US$68 million). 25 FAIRFAX FINANCIAL HOLDINGS LIMITED We have approximately 6% of our investment portfolios in common shares and almost all the rest in cash and good quality marketable bonds (86.5% of the bonds are rated A or above, and almost none are below a BBB rating – please see page 83). By country, our common stock investments at December 31, 2000 were as follows: Canada Japan U.S. Other Book Value Market Value ($ millions) 167 155 122 441 885 166 153 125 416 860 As shown, most of our common stock investments continue to be outside of North America – particularly in Asia. Our S&P500 Index puts and our similar contracts on technology stocks are included in Other. Over time, we expect to realize gains on these investments – particularly if there is a full testing of our ‘‘doomsday’’ scenario. Miscellaneous In 2000, Fairfax and its subsidiaries donated $2.4 million to a variety of charities across North America. On a cumulative basis, since we began our donations program in 1991, we have donated $18.4 million to charitable institutions – and to think our whole company was worth $1.8 million when we began in September 1985! Please review page 98 which is an unaudited unconsolidated balance sheet showing you where your money is invested. We have yet to list on the NYSE as the lower Canadian dollar has not made it conducive to unwind our foreign exchange hedges. However, it will be only a question of time before we list on the Big Board. Given our poor performance in 1999/2000, I noticed that we have attracted for the first time a new type of investor in Fairfax – a few short sellers!! We had 47,100 shares sold short (i.e. hoping to benefit from a decline in our share price) as of December 31, 2000 – and I thought we attracted long term investors only! Our strengths that we listed for you in the 1997 Annual Report continue to hold – and so have the risks, listed again on pages 88 and 89. We are very disappointed with our performance for you, our shareholders, in the last two years. Rest assured that we are totally focused on achieving our objective of a 20% return on equity over time – again. I wish I could tell you when but, like each of the past 15 years, I couldn’t forecast the next quarter, let alone the next year. However, with the best management team we have ever had, investment portfolios of approximately $15 billion and some better fortune, we expect to get into your good books again. Our Annual Meeting this year will continue to be held at the Metro Toronto Convention Centre and will take place on Tuesday, April 17, 2001 in Room 106 at 9:30 a.m. We will be ready to answer all your questions and, of course, all our Presidents, Fairfax officers and Hamblin Watsa principals will also be there to share in the glory! 26 John Puddington will be retiring this year as a director of Fairfax. John has been a pleasure to work with for the past ten years and has always been supportive of our company and its interests. As we wish him all the best in the future, we welcome Paul Ingrey to the Board. Paul has had one of the best track records in the reinsurance business, having founded and run F&G Re (part of U.S. F&G, now St. Paul’s) for 14 years with a cumulative combined ratio of 91%. We look forward to Paul’s wise counsel in the years to come. I want to again highlight our website for you (www.fairfax.ca) and remind you that all our 16 Annual Reports are readily available there. Our press releases are immediately posted to our website. Our quarterly reports for 2001 will be posted to our website on the following days after the market close: first quarter – May 3, second quarter – August 7, and third quarter – November 6. Our Annual Report will be posted on March 8, 2002. Again, on your behalf, I would like to thank the Board and the management and employees of all our companies for their dedication and commitment during an extremely difficult year. March 1, 2001 V. Prem Watsa (signed) V. Prem Watsa Chairman and Chief Executive Officer 27 FAIRFAX FINANCIAL HOLDINGS LIMITED Consolidated Financial Statements Consolidated Balance Sheets as at December 31, 2000 and 1999 Assets Cash and short term investments ************************* Marketable securities ************************************* Accounts receivable and other **************************** Recoverable from reinsurers (note 8) ********************** Income taxes refundable ********************************* Portfolio investments (note 2) Subsidiary cash and short term investments (market value – $1,955,476; 1999 – $1,846,706)********** Bonds (market value – $11,295,015; 1999 – $12,065,723) *** Preferred stocks (market value – $69,522; 1999 – $132,614) *** Common stocks (market value – $859,751; 1999 – $1,413,643) ************************************ Real estate (market value – $76,347; 1999 – $80,735) ******* 2000 ($000) 1999 ($000) 450,205 95,235 2,917,416 11,099,462 – 613,197 99,479 2,589,452 9,743,256 83,167 14,562,318 13,128,551 1,955,476 1,846,706 11,758,316 13,306,760 70,212 133,928 884,948 76,347 1,397,905 80,735 Total (market value – $14,256,111; 1999 – $15,539,421) **** 14,745,299 16,766,034 Investments in Hub and Zenith National ****************** Deferred premium acquisition costs *********************** Future income taxes (note 9) ***************************** Capital assets ******************************************** Goodwill ************************************************ Other assets ********************************************* 396,539 386,689 1,276,291 140,752 259,652 65,751 363,380 361,146 893,034 122,223 246,099 98,622 31,833,291 31,979,089 Signed on behalf of the Board V. Prem Watsa (signed) Director Robbert Hartog (signed) Director 28 Liabilities Lindsey Morden bank indebtedness *********************** Accounts payable and accrued liabilities ******************* Funds withheld payable to reinsurers********************** Provision for claims (note 3)****************************** Unearned premiums ************************************* Long term debt (note 5) ********************************** Trust preferred securities of subsidiaries (note 6) *********** Non-controlling interests ********************************* Excess of net assets acquired over purchase price paid ****** Shareholders’ Equity Common stock (note 7) ********************************** Preferred stock (note 7) ********************************** Retained earnings **************************************** 2000 ($000) 1999 ($000) 42,469 1,449,437 1,325,320 43,801 1,385,613 1,198,516 2,817,226 2,627,930 20,225,831 20,442,199 2,252,312 1,990,627 392,022 2,276,344 2,102,010 378,789 24,860,792 25,199,342 645,159 129,808 601,595 234,243 2,012,916 200,000 1,167,390 2,066,297 200,000 1,049,682 3,380,306 3,315,979 31,833,291 31,979,089 29 FAIRFAX FINANCIAL HOLDINGS LIMITED Consolidated Statements of Earnings for the years ended December 31, 2000 and 1999 Revenue Gross premiums written ********************************* 6,054,324 5,707,518 Net premiums written *********************************** 4,566,478 4,151,129 2000 ($000) 1999 ($000) Net premiums earned *********************************** Interest and dividends (note 2) ************************** Realized gains on investments (note 2) ******************* Claims fees ********************************************* Expenses Losses on claims **************************************** Operating expenses ************************************* Commissions, net *************************************** Interest expense **************************************** Restructuring and other costs **************************** Kingsmead losses (note 14) ****************************** Negative goodwill *************************************** 4,610,662 4,470,719 818,069 382,849 376,943 752,980 121,670 443,085 6,188,523 5,788,454 3,874,882 1,297,758 885,247 179,600 30,240 32,963 (79,245) 3,578,337 1,216,326 869,696 141,410 — — — 6,221,445 5,805,769 Earnings (loss) before income taxes ******************* Provision for (recovery of) income taxes (note 9)************ (32,922) (17,315) (186,381) (152,085) Earnings from operations ********************************** Non-controlling interests ********************************** 153,459 (16,018) 134,770 (10,562) Net earnings ******************************************** 137,441 124,208 Net earnings per share (note 13) ************************ $ 9.41 $ 9.20 Consolidated Statements of Retained Earnings for the years ended December 31, 2000 and 1999 Retained earnings – beginning of year **************** Net earnings for the year ******************************** Excess over stated value of shares purchased for cancellation (note 7) ********************************** Preferred share dividends ******************************** 2000 ($000) 1999 ($000) 1,049,682 1,016,511 137,441 124,208 (6,305) (13,428) (91,037) – Retained earnings – end of year *********************** 1,167,390 1,049,682 30 Consolidated Statements of Changes in Cash Resources for the years ended December 31, 2000 and 1999 Operating activities Earnings from operations ****************************** Amortization ****************************************** Future income taxes *********************************** Negative goodwill ************************************* Gains on investments********************************** Increase (decrease) in: Provision for claims************************************ Unearned premiums *********************************** Accounts receivable and other ************************** Recoverable from reinsurers **************************** Income tax refundable ********************************* Accounts payable and accrued liabilities***************** Other ************************************************* 2000 ($000) 1999 ($000) 153,459 42,171 (197,380) (108,710) (382,849) 134,770 38,934 (62,019) (28,832) (121,670) (493,309) (38,817) (720,380) (122,487) (273,381) (983,368) 4,507 (155,627) 67,829 (1,247,420) (567,193) 1,173,052 95,012 (76,058) (200,062) (28,503) Cash provided by (used in) operating activities ********** (2,676,216) (889,989) Investing activities Investments – purchases******************************** – sales ************************************ Sale (purchase) of marketable securities ***************** Purchase of capital assets******************************* Investments in Hub and Zenith National**************** Purchase of subsidiaries, net of cash acquired************ (4,420,729) 7,414,942 4,244 (34,719) (17,736) (83,323) (8,540,043) 10,300,070 (40,113) (6,622) (346,104) (765,872) Cash provided by (used in) investing activities ********** 2,862,679 601,316 Financing activities Subordinate voting shares (note 7)********************** Preferred shares**************************************** Trust preferred securities of subsidiary ****************** Long term debt (note 5) ******************************* Bank indebtedness ************************************* Preferred share dividends******************************* Non-controlling interests******************************* (59,686) – – (166,239) (1,332) (13,428) – 752,921 200,000 200,000 429,668 11,977 – (20,061) Cash provided by (used in) financing activities ********** (240,685) 1,574,505 Increase (decrease) in cash resources***************** Cash resources – beginning of year******************* (54,222) 2,459,903 1,285,832 1,174,071 Cash resources – end of year************************** 2,405,681 2,459,903 Cash resources consist of cash and short term investments, including subsidiary cash and short term investments. 31 FAIRFAX FINANCIAL HOLDINGS LIMITED February 7, 2001 Auditors’ Report to the Shareholders We have audited the consolidated balance sheets of Fairfax Financial Holdings Limited as at December 31, 2000 and 1999 and the consolidated statements of earnings, retained earnings and changes in cash resources for the years then ended. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2000 and 1999 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. PricewaterhouseCoopers LLP (signed) PricewaterhouseCoopers LLP Chartered Accountants Toronto, Ontario February 7, 2001 Valuation Actuary’s Report PricewaterhouseCoopers LLP has reviewed management’s valuation, including management’s selection of appropriate assumptions and methods, of the policy liabilities of the subsidiary insurance and reinsurance companies of Fairfax Financial Holdings Limited in its consolidated balance sheet at December 31, 2000 and their change as reflected in its consolidated statement of earnings for the year then ended, in accordance with accepted actuarial practice. In our opinion, management’s valuation is appropriate, except as noted in the following paragraph, and the consolidated financial statements fairly present its results. Under accepted actuarial practice, the valuation of policy liabilities reflects the time value of money. Management has chosen not to reflect the time value of money in its valuation of the policy liabilities. PricewaterhouseCoopers LLP (signed) PricewaterhouseCoopers LLP Richard Gauthier, FCIA, FCAS Toronto, Ontario 32 Notes To Consolidated Financial Statements for the years ended December 31, 2000 and 1999 (in $000s except per share amounts and as otherwise indicated) 1. Summary of Significant Accounting Policies The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from those estimates. Business operations The company is a financial services holding company which, through its subsidiaries, is principally engaged in property and casualty insurance conducted on a direct and reinsurance basis, investment management and insurance claims management. Principles of consolidation The consolidated financial statements include the accounts of the company and all of its subsidiaries: Insurance Reinsurance group Commonwealth Insurance Company Odyssey America Reinsurance Corporation Crum & Forster Holdings, Inc. Compagnie Transcontinentale de Falcon Insurance Company Limited R´eassurance Federated Insurance Holdings of Syndicate 1218 at Lloyd’s Canada Ltd. Lombard General Insurance Company of Canada Markel Insurance Company of Canada Ranger Insurance Company TIG Specialty Insurance Company Runoff The Resolution Group, Inc. Sphere Drake Limited Other reinsurance subsidiaries CRC (Bermuda) Reinsurance Limited ORC Re Limited Wentworth Insurance Company Ltd. Odyssey Re Stockholm Insurance Corporation (publ) Other Hamblin Watsa Investment Counsel Ltd. (investment management) Lindsey Morden Group Inc. (insurance claims management) All subsidiaries are wholly-owned except for The Resolution Group with an effective 27.5% economic and 100% voting interest, and Lindsey Morden with a 66.5% equity and 85.9% voting interest. The company has investments in Hub International Limited with a 41.7% equity interest and Zenith National Insurance Corp. with a 39.0% equity interest. The company has an agreement with Zenith National that it will not seek to control or influence Zenith’s Board of Directors, management or policies. 33 FAIRFAX FINANCIAL HOLDINGS LIMITED Acquisitions are accounted for by the purchase method, whereby the results of acquired companies are included only from the date of acquisition. Divestitures are included up to the date of disposal. Premiums Insurance and reinsurance premiums are taken into income evenly throughout the terms of the related policies. Deferred premium acquisition costs Certain costs, consisting of brokers’ commissions and premium taxes, of acquiring insurance premiums are deferred, to the extent that they are considered recoverable, and charged to income as the premiums are earned. The ultimate recoverability of deferred premium acquisition costs is determined without regard to investment income. Investments Bonds are carried at amortized cost providing for the amortization of the discount or premium on a yield to maturity basis. Preferred and common stocks are carried at cost. Real estate is carried at book value. When there has been a loss in value of an investment that is other than temporary, the investment is written down to its estimated net realizable value. Such writedowns are reflected in realized gains (losses) on investments. At December 31, 2000, the aggregate provision for losses on investments was $ 22.7 million (1999 – $26.4 million). The company purchases foreign currency forward contracts to hedge its foreign equity portfolio. At December 31, 2000, the company held Yen 22.5 billion of such contracts, maturing in 2002 and 2003. Once the securities are sold, the contracts are closed out and any gain or loss is then included in realized gain or loss on sale of investments. Gains or losses on contracts in excess of hedging requirements are recorded in income as they arise. Provision for claims Claim provisions are established by the case method as claims are reported. For reinsurance, the provision for claims is based on reports and individual case estimates received from ceding companies. The estimates are regularly reviewed and updated as additional information on the estimated claims becomes known and any resulting adjustments are included in income. A provision is also made for management’s calculation of factors affecting the future development of claims including claims incurred but not reported (IBNR) based on the volume of business currently in force and the historical experience on claims. Translation of foreign currencies Assets and liabilities in foreign currencies are translated into Canadian dollars at year-end exchange rates. Income and expenses are translated at the exchange rates in effect at the date incurred. Realized gains and losses on foreign exchange transactions are recognized in the statements of earnings. The operations of the company’s subsidiaries (principally in the United States, France and the U.K.) are self-sustaining. As a result, the assets and liabilities of these subsidiaries are translated at the year-end rates of exchange. Revenue and expenses are translated at the average rate of 34 exchange for the years. The company enters into foreign currency contracts from time to time to hedge the foreign currency exposure related to its net investments in self-sustaining foreign operations. Such contracts are translated at the year-end rates of exchange. The net unrealized gains or losses, which result from translation, less related hedging gains or losses, are deferred and included in shareholders’ equity. At December 31, 2000, the company had net foreign currency contracts hedging its self- sustaining subsidiaries, maturing as follows: 2001 2002 2003 2004 2006 2007 2008 Notional Value (millions) US$ 350 220 925 130 370 470 75 2,540 Goodwill The excesses of purchase cost over the fair value of the net assets of acquired businesses are amortized on the straight line basis over their estimated useful lives which range from ten years for Hamblin Watsa Investment Counsel Ltd., Ranger Insurance Company and Seneca Insurance Company, Inc. to forty years for Lindsey Morden Group Inc. The company assesses the continuing value of goodwill based on the underlying undiscounted cash flows and operating results of the subsidiaries. The excess of net assets acquired over purchase price paid for acquired businesses is amortized to earnings over three to six years. The company periodically reviews the appropriateness of the remaining amortization period of the negative goodwill based on its evaluation of the facts and circumstances giving rise to the original negative goodwill at the various acquisition dates. Prior to the fourth quarter of 2000, all negative goodwill was amortized to earnings on a straight line basis over ten years. The company carried out a comprehensive review of the remaining useful life of the negative goodwill for each acquisition which resulted in a change in the various amortization periods. This change in estimate was applied on a prospective basis effective at the beginning of the fourth quarter of 2000, resulting in an increase in negative goodwill amortization of $79,245 for the year-ended December 31, 2000. Reinsurance The company reflects third party reinsurance balances on the balance sheet on a gross basis to indicate the extent of credit risk related to third party reinsurance and its obligations to policyholders and on a net basis in the statement of earnings to indicate the results of its retention of premiums written. 35 FAIRFAX FINANCIAL HOLDINGS LIMITED Income taxes Income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases based on tax rates which are expected to be in effect when the asset or liability is settled. 2. Investment Information Subsidiary cash and short term investments Bonds Canadian – government – corporate U.S. – government – corporate Other – government – corporate Preferred stocks Canadian Other Common stocks Canadian U.S. Other Real estate 2000 Book Value ($000) Estimated Fair Value ($000) 1999 Book Value ($000) Estimated Fair Value ($000) 1,955,476 1,955,476 1,846,706 1,846,706 851,866 237,946 4,882,611 5,203,215 414,848 167,830 798,257 223,617 4,785,107 4,929,031 406,010 152,993 70,212 69,522 – – 166,514 122,024 596,410 76,347 165,706 124,685 569,360 76,347 785,073 276,847 6,151,941 5,369,040 574,247 149,612 113,994 19,934 222,998 298,331 876,576 80,735 727,547 248,003 5,490,068 4,916,635 543,759 139,711 112,680 19,934 202,930 255,861 954,852 80,735 14,745,299 14,256,111 16,766,034 15,539,421 The estimated fair values of preferred and common stocks and debt securities are based on quoted market values. The book value of real estate approximates fair value. At December 31, 2000, the company had S&P put contracts with a weighted average strike price of 1,277 and a notional value of US$700 million. The premiums paid to acquire these contracts are being charged to realized losses on equity investments on a straight line basis over their term to maturity in December 2001. Management has reviewed currently available information regarding those investments whose estimated fair value is less than book value, amounting to an aggregate unrealized loss of $602,954 at December 31, 2000, and has determined that the book values are expected to be recovered. Debt securities whose book value exceeds market value can be held until maturity. Preferred and common stock investments have been reviewed to ensure that corporate performance expectations have not changed significantly to adversely affect the market value of these securities other than on a temporary basis. 36 The company’s subsidiaries have pledged (either directly or indirectly to support letters of credit, including $136 million of intercompany letters of credit) cash and investments of $2.6 billion as security for reinsurance balances and regulatory deposits. Liquidity and Interest Rate Risk Maturity profile as at December 31, 2000: Within 1 Year ($000) 1 to 5 Years ($000) 6 to 10 Years ($000) Over 10 Years ($000) Total ($000) Bonds (book value) 180,148 3,047,238 6,154,034 2,376,896 11,758,316 Effective interest rate 5.9% Bonds are classified at the earliest of the available maturity dates. Investment Income Interest and dividends: Cash and short term investments Bonds Preferred stocks Common stocks Expenses Gain on sale of investments: Bonds Preferred stocks Common stocks Other Change in provision for loss Net investment income 2000 ($000) 1999 ($000) 109,434 89,929 655,639 640,474 4,689 54,193 7,371 20,348 823,955 758,122 (5,886) (5,142) 818,069 752,980 22,383 31,194 (174) 402,996 (20,913) (21,443) 10 95,944 (6,151) 673 382,849 121,670 1,200,918 874,650 37 FAIRFAX FINANCIAL HOLDINGS LIMITED 3. Provision for Claims The provisions for unpaid claims and adjustment expenses and for the third party reinsurers’ share thereof are estimates subject to variability, and the variability could be material in the near term. The variability arises because all events affecting the ultimate settlement of claims have not taken place and may not take place for some time. Variability can be caused by receipt of additional claim information, changes in judicial interpretation of contracts or liability or significant changes in severity or frequency of claims from historical trends. The estimates are principally based on the company’s historical experience. Methods of estimation have been used which the company believes produce reasonable results given current information. Changes in claim liabilities recorded on the balance sheet for the years ended December 31, 2000 and 1999 and their impact on unpaid claims and adjustment expenses for these two years are as shown in the following table: Unpaid claim liabilities – beginning of year – net 12,179,511 9,320,581 Foreign exchange effect of change in claim liabilities 388,624 (438,057) 2000 ($000) 1999 ($000) Increase in estimated losses and expenses for losses occurring in prior years Recovery under Swiss Re cover Provision for losses and expenses on claims occurring in the current year Paid on claims occurring during: the current year prior years Unpaid claim liabilities at December 31 of: Seneca TIG Odyssey America Re TRG 680,413 (404,011) 83,238 (89,720) 3,465,266 2,695,419 (983,921) (793,294) (4,242,419) (2,054,037) 71,392 – – – – 1,187,246 1,394,859 873,276 Unpaid claim liabilities – end of year – net 11,154,855 12,179,511 Unpaid claim liabilities at December 31 of Federated Life 30,725 28,500 Unpaid claim liabilities – end of year – net Reinsurance gross-up 11,185,580 12,208,011 9,040,251 8,234,188 Unpaid claim liabilities – end of year – gross 20,225,831 20,442,199 The foreign exchange effect of change in claim liabilities results from the fluctuation of the value of the Canadian dollar in relation to the U.S. dollar and European currencies. The basic assumptions made in establishing actuarial liabilities are best estimates of possible outcomes. The company presents its claims on an undiscounted basis. The company’s provision for asbestos, pollution and other hazards claims is set out in the table on page 74 of the MD&A. 38 As part of its acquisition strategy, the company generally obtains vendor indemnifications from adverse development in the acquired company’s claims reserves and unrecoverable reinsurance. A summary of these indemnifications is set out in the table on page 79 of the MD&A. 4. Contingent Value Rights As part of the consideration for the purchase of Sphere Drake, the company issued contingent value rights (‘‘CVRs’’) of US$170.4 million (including effectively 8% interest per annum) payable in 2007, subject to earlier redemption at the option of the company. The amount payable at maturity is subject to adjustments for the development of Sphere Drake’s provision for claims as of December 31, 1996, the development of Sphere Drake’s reserves for unrecoverable receivables from reinsurers and indemnifiers as of December 31, 1996, the result of commutations and certain actuarial expenses. At December 31, 2000, adverse development has amounted to $209.7 million (US$139.6 million), with a remaining CVR obligation of US$30.8 million (the present value of which at December 31, 2000 was $27.0 million (US$18.0 million)). 39 FAIRFAX FINANCIAL HOLDINGS LIMITED 5. Long Term Debt The long term debt at December 31 consists of the following balances: Fairfax unsecured note with interest based on STIBOR due September 4, 2000 Fairfax unsecured senior notes of US$100 million at 7.75% due December 15, 2003 Fairfax unsecured senior note at 7.75% due December 15, 2003 Fairfax unsecured senior notes of US$275 million at 73/8% due March 15, 2006(1) Fairfax FF300 million unsecured debt at 21/2% due February 27, 2000 ($000) 1999 ($000) – 53,925 150,200 25,000 145,130 25,000 413,050 399,107 2007 (effectively a FF200 million debt at 8%) 52,487 51,699 Fairfax unsecured senior notes of US$175 million at 6.875% due April 15, 2008(1) Fairfax unsecured senior notes of US$100 million at 8.25% due October 1, 2015(1) Fairfax unsecured senior notes of US$225 million at 7.375% due April 15, 2018(1)(2) Fairfax unsecured senior notes of US$125 million at 8.30% due April 15, 2026(1) Fairfax unsecured senior notes of US$125 million at 7.75% due July 15, 2037(1) Mandatory redeemable preferred stock of TIG, with an annual cash dividend of US$7.75 per share and redemption value of 262,850 253,977 150,200 145,130 337,950 326,542 187,750 181,413 187,750 181,413 US$100 per share, due April 27, 2000 (250,000 shares) – 36,282 TIG senior unsecured non-callable notes of US$100 million at 8.125% due April 15, 2005 Other long term debt of TIG Lindsey Morden unsecured Series B debentures at 7% due June 16, 2008 Other long term debt of Lindsey Morden Other long term debt of The Resolution Group Less: Lindsey Morden debentures held by Fairfax Fairfax debentures held by subsidiaries 148,915 27,766 145,130 40,211 125,000 14,249 – 125,000 17,968 60,229 2,083,167 2,188,156 (8,218) (84,322) (8,218) (77,928) 1,990,627 2,102,010 (1) The company has entered into various interest rate swap agreements on the above-noted debt with an aggregate balance of $1,539,550 whereby it now pays interest on that debt at a rate linked to LIBOR or as noted in (2) below, saving approximately 69 basis points on average during 2000. (2) During 1998, the company swapped US$125 million of its debt at 7.375% due April 15, 2018 for Japanese yen denominated debt of the same maturity, with fixed interest at 3.48% per annum. 40 The pre-tax unrealized loss, net of accumulated amortization, on the foreign exchange component of the yen debt swap amounted to $24.1 million at December 31, 2000 and is being amortized to income over the remaining term to maturity. Interest expense on long term debt amounted to $174,071 (1999 – $138,613). Interest expense on Lindsey Morden’s bank indebtedness amounted to $5,529 (1999 – $2,797). Principal repayments are due as follows: 2001 2002 2003 2004 2005 Thereafter ($000) 10,742 14,141 181,670 4,313 149,910 1,629,851 6. Trust Preferred Securities of Subsidiaries TIG Holdings has issued $187,750 (US$125 million) of 8.597% junior subordinated debentures to TIG Capital Trust (a statutory business trust subsidiary of TIG Holdings) which, in turn, issued US$125 million of 8.597% mandatory redeemable capital securities, maturing in 2027. Fairfax RHINOS Trust (a statutory business trust subsidiary of Fairfax Inc.) has issued $204,272 (US$136 million) of Redeemable Hybrid Income Overnight Shares (RHINOS) (136,000 trust preferred securities) with a distribution rate of LIBOR plus 150 basis points maturing February 24, 2003. The company has agreed to issue US$136 million of subordinate voting shares (or convertible preferred shares) by November 24, 2002, which proceeds will be used to mandatorily redeem the outstanding RHINOS. 7. Capital Stock Authorized capital The authorized share capital of the company consists of an unlimited number of preferred shares issuable in series, an unlimited number of multiple voting shares carrying ten votes per share and an unlimited number of subordinate voting shares carrying one vote per share. 41 FAIRFAX FINANCIAL HOLDINGS LIMITED Issued capital Multiple voting shares 1,548,000 5,000 1,548,000 2000 1999 number ($000) number ($000) 5,000 Subordinate voting shares 12,352,118 2,026,938 12,677,427 2,080,319 13,900,118 2,031,938 14,225,427 2,085,319 Interest in shares held through ownership interest in shareholder (799,230) (19,022) (799,230) (19,022) Net shares effectively outstanding 13,100,888 2,012,916 13,426,197 2,066,297 Fixed/floating cumulative redeemable preferred shares, Series A, with a fixed dividend of 6.5% per annum until November 30, 2004 and stated capital of $25 per share 8,000,000 200,000 8,000,000 200,000 In 2000, under the terms of normal course issuer bids approved by The Toronto Stock Exchange, the company purchased and cancelled 325,309 subordinate voting shares for an aggregate cost of $59,686, of which $6,305 was charged to retained earnings. In 1999, under the terms of normal course issuer bids approved by the Toronto Stock Exchange, the company purchased and cancelled 706,103 subordinate voting shares for an aggregate cost of $206,779, of which $91,037 was charged to retained earnings. On November 18, 1999, the company issued 8,000,000 fixed/floating cumulative redeemable preferred shares, Series A, at $25 per share for cash of $200 million. 8. Reinsurance The company follows the policy of underwriting and reinsuring contracts of insurance and reinsurance which, depending on the type of contract, generally limits the liability of the individual insurance and reinsurance subsidiaries to a maximum amount on any one loss of $7.5 million. Reinsurance is generally placed on an excess of loss basis in several layers. The company’s reinsurance does not, however, relieve the company of its primary obligation to the policyholders. The company has guidelines and a review process in place to assess the creditworthiness of the companies to which it cedes. The company makes specific provisions against reinsurance recoverable from companies considered to be in financial difficulty. In addition, the company records a general allowance based upon analysis of historical recoveries, the level of allowance already in place and management’s judgment. The allocation of the allowance for loss is as follows: 42 Specific General Total 2000 ($000) 1999 ($000) 785,207 895,104 134,740 73,302 919,947 968,406 A summary of the company’s major reinsurers, showing their A.M. Best rating and outstanding balance at December 31, 2000, is set out in the table on page 76 of the MD&A. During the year, the company ceded premiums earned of $1,427,086 (1999 – $1,522,714) and $2,540,552 (1999 – $2,540,104) of claims incurred. 9. Income Taxes The provision for income taxes differs from the statutory marginal rate as certain sources of income are exempt from tax or are taxed at other than the marginal rate. A reconciliation of income tax calculated at the statutory marginal tax rate with the income tax provision at the effective tax rate in the financial statements is summarized in the following table: Provision for (recovery of) income taxes at statutory marginal income tax rate Non-taxable investment income Income earned outside Canada Negative goodwill amortization Change in tax rate for future income taxes Unrecorded tax benefit of losses and utilization of 2000 ($000) 1999 ($000) (14,469) (13,666) (149,823) (49,508) 7,900 (7,705) (28,888) (72,400) (11,548) – prior years’ losses 33,185 (31,544) Provision for (recovery of) income taxes (186,381) (152,085) Future income taxes of the company are as follows: 2000 ($000) 784,726 436,976 104,786 1999 ($000) 508,592 357,215 103,510 (104,261) (105,871) (24,803) (135,230) 16,737 34,735 130,139 181,786 (68,009) (51,703) 1,276,291 893,034 Operating and capital losses Claims discount Unearned premium reserve Deferred premium acquisition cost Investments Allowance for doubtful accounts Other Valuation allowance Future income taxes 43 FAIRFAX FINANCIAL HOLDINGS LIMITED The future income tax asset relating to these losses is expected to be recovered from future profitable operations. 10. Statutory Requirements The company’s insurance and reinsurance subsidiaries are subject to certain requirements and restrictions under their respective insurance company Acts including minimum capital requirements and dividend restrictions. The company can receive up to $343 million as dividends from insurance and reinsurance subsidiaries without obtaining the prior approval of insurance regulators. At December 31, 2000, statutory surplus, determined in accordance with the various insurance regulations, amounted to $3.5 billion for the insurance subsidiaries, $1.6 billion for the reinsurance subsidiaries and $1.1 billion for the runoff subsidiaries. 11. Contingencies and Commitments In 2000, the legal proceedings commenced by Sphere Drake in 1999 against a group of agents and intermediaries whom it alleged fraudulently obtained and utilized a binding authority to write reinsurance contracts which expose Sphere Drake to significantly under-priced U.S. workers’ compensation business, which was filed in New York, was dismissed as to most defendants primarily on the ground that London, England was a more convenient forum in which the dispute should be resolved. Sphere Drake subsequently commenced proceedings in London, England against its agent and the agent of the cedants, alleging fraud and breach of duty. Sphere Drake has rescinded the majority of the inward reinsurance contracts placed under the binding authority and is defending arbitration proceedings initiated by the cedants of a number of those contracts. It is not yet possible to develop any reasonably based estimates of the amount of claims which might be made on these contracts. However, based on extensive legal advice, Sphere Drake believes that there is abundant evidence of fraud and that it has substantial grounds to challenge the enforceability of the business bound on its behalf. While the eventual outcome is uncertain, the company believes that the likely ultimate net liability which might arise in respect of this business will not be material to Sphere Drake’s financial position. Subsidiaries of the company are also defendants in several damage suits and have been named as third party in other suits. The uninsured exposure to the company is not considered to be material to the company’s financial position. Unsecured letters of credit aggregating $459 million have been issued upon the company’s application and have been pledged as security for subsidiaries’ reinsurance balances, principally relating to intercompany reinsurance between subsidiaries. These are unsecured letters of credit in addition to the secured letters of credit referred to in note 2. The company may under certain circumstances be obligated to purchase loans to officers and directors of the company and its subsidiaries from Canadian chartered banks totalling $16,559 (1999 – $15,728) for which 315,861 (1999 – 335,846) subordinate voting shares of the company with a year-end market value of $72,174 (1999 – $82,450) have been pledged as security. The company has a restricted stock plan for the management of its subsidiaries with vesting periods of up to ten years from the date of grant. Stock grant costs are amortized to compensation expense over the vesting period. Shares for the plan are purchased on the open 44 market. At December 31, 2000, 227,338 subordinate voting shares had been purchased for the plan at a cost of $66,899. Amortization expense for the year for stock grant costs amounted to $6,214. 12. Operating Leases Aggregate future commitments at December 31, 2000 under operating leases relating to premises, automobiles and equipment for various terms up to ten years are as follows: 2001 2002 2003 2004 2005 Thereafter ($000) 91,838 76,401 63,229 51,203 45,598 103,145 13. Earnings per Share Earnings per share are calculated after providing for dividends on the Series A fixed/floating cumulative redeemable preferred shares. Fully diluted and basic earnings per share are the same in 2000 and 1999. The weighted average number of shares for 2000 was 13,172,448 (1999 – 13,331,671). 14. Acquisitions Effective August 31, 2000, Crum & Forster purchased Sen-Tech Holdings, Inc. (and its wholly- owned subsidiary, Seneca Insurance Company, Inc. of New York) for US$65 million ($96 million) cash. Effective December 21, 2000, Crum & Forster also purchased Transnational Insurance Company for US$17 million ($26 million) cash. At the respective dates of acquisition, the companies had US$193 million in total assets and US$119 million in total liabilities, at fair value, resulting in goodwill of US$8 million which is being amortized on a straight line basis over 10 years. Effective August 11, 1999, the company purchased the class 1 voting shares of TRG Holding Corporation of Chicago for US$97 million ($144 million) cash. At August 11, 1999, TRG had US$2.6 billion in total assets and US$2.1 billion in total liabilities, at fair value, and non- controlling interest (consisting of class 2 non-voting participating preferred shares) of US$368 million, resulting in an excess of the fair value of net assets acquired over the purchase price paid of US$40.0 million. Effective December 31, 1992, Ridge Re, a wholly-owned subsidiary of Xerox Financial Services, provided US$578 million of aggregate excess of loss reinsurance to International Insurance, a wholly-owned subsidiary of TRG, covering any inadequacy in International’s provision for claims as at December 31, 1992 and for any of International’s reinsurance receivable relating to the period up to December 31, 1992 which subsequently becomes unrecoverable, net of 15% coinsurance. International has not written any business since 1992. At December 31, 1999, the remaining reinsurance under the Ridge Re contract was US$212 million, net of 15% coinsurance. Effective April 13, 1999, the company purchased TIG Holdings, Inc. of New York for US$847 million ($1,262 million) cash. At April 13, 1999, TIG had US$7.5 billion in total assets and US$6.7 billion in total liabilities, at fair value. As part of its acquisition of TIG, the 45 FAIRFAX FINANCIAL HOLDINGS LIMITED company purchased a US$1 billion insurance cover from Swiss Re to protect itself from adverse development in its subsidiaries’ (including TIG) claims reserves and unrecoverable reinsurance at December 31, 1998. As part of the acquisition of TIG, the company acquired a 90% ownership in Kingsmead Managing Agency, a managing agent for three Lloyd’s syndicates for which TIG provided underwriting capacity. On June 29, 2000, the company entered into an agreement to sell Kingsmead to Advent Capital plc for a 22% interest in Advent, which sale closed on November 16, 2000. The company recorded operating losses from the Kingsmead- managed syndicates of $33.0 million for the year ended December 31, 2000 and there was no gain or loss on the sale. 15. Segmented Information The company is a financial services holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance conducted on a direct and reinsurance basis. The runoff business segment was formed with the acquisition of the company’s interest in The Resolution Group (‘‘TRG’’) and its wholly-owned subsidiary, International Insurance, on August 11, 1999 and also includes Sphere Drake, which was transferred to runoff effective July 1, 1999, and Odyssey Re Stockholm, a runoff company purchased in September 1998. The international runoff operations have reinsured their reinsurance portfolios to ORC Re to provide consolidated investment and liquidity management services, with the RiverStone Group retaining full responsibility for all other aspects of the runoff. Accordingly, for segmented information, ORC Re is classified in the Runoff and other segment. The 1999 comparatives have been restated on a consistent basis. The company also provides claims adjusting, appraisal and loss management services. 46 Canada 2000 ($000) 1999 ($000) United States 2000 ($000) 1999 ($000) Europe and Far East 2000 ($000) 1999 ($000) Total 2000 ($000) 1999 ($000) 657,798 16,400 44,686 – 797,430 8,427 45,982 – 2,749,859 950,650 109,203 86,013 2,528,349 927,156 115,333 19,607 12,717 538,234 223,054 580,626 9,598 500,416 281,770 485,239 3,420,374 1,505,284 376,943 666,639 3,335,377 1,435,999 443,085 504,846 718,884 851,839 3,895,725 3,590,445 1,354,631 1,277,023 5,969,240 5,719,307 219,283 69,147 6,188,523 5,788,454 11.6% 14.7% 63.0% 62.0% 21.9% 22.1% 52,448 246 (17,956) – (8,333) 2,749 (13,357) – (295,914) 140,504 (10,943) 26,482 25,253 71,221 (2,183) 19,607 (25,468) 42,955 (7,299) 155,756 (8,250) (81,471) 26,191 92,435 (268,934) 183,705 (36,198) 182,238 8,670 (7,501) 10,651 112,042 34,738 (18,941) (139,871) 113,898 165,944 28,905 60,811 123,862 (93,733) (141,177) (32,922) (17,315) 1,849,755 2,272,030 14,256,178 11,713,505 31,358 7,812 47,584 – 69,987 51,675 – 6,424,412 63,753 3,100,608 6,683,187 1,296,089 2,214,815 331,486 352,006 3,967,969 4,122,251 3,782,799 67,685 – 16,137,291 13,985,535 8,967,989 471,366 7,750,768 7,728,313 442,823 7,222,859 1,905,151 2,393,692 23,844,951 22,432,346 5,781,184 6,349,620 31,531,286 31,175,658 302,005 803,431 31,833,291 31,979,089 Revenue Insurance Reinsurance Claims adjusting Runoff and other Corporate Earnings before income taxes Insurance Reinsurance Claims adjusting Runoff and other Corporate Identifiable assets Insurance Reinsurance Claims adjusting Runoff and other Corporate 6.0% 7.5% 74.9% 70.5% 18.2% 19.9% Amortization Interest expense 3,348 6,679 17,311 13,048 21,513 19,207 42,172 179,600 38,934 141,410 Geographic revenue is determined based on the domicile of the various subsidiaries and where they primarily derive their revenue. Revenue includes net premiums earned, interest and dividend income and realized gains on sale of investments. CRC (Bermuda) Reinsurance is included in the Canadian segment and Wentworth Insurance is included in the United States segment. Corporate and other revenue includes interest on the company’s cash balances, management fees and other. Corporate and other earnings before income taxes includes the company’s interest expense and corporate overhead. Corporate and other identifiable assets include cash in the holding company. 47 FAIRFAX FINANCIAL HOLDINGS LIMITED 16. Fair Value Information on the fair values of financial instruments of the company where those values differ from their carrying values in the financial statements at December 31, 2000 include: Portfolio investments Investments in Hub and Zenith National Long term debt Trust preferred securities of subsidiaries Foreign exchange contracts Note Reference Book Value ($000) Estimated Fair Value ($000) 2 – 5 6 1 14,745,299 14,256,111 396,539 401,630 1,990,627 1,680,016 392,022 335,697 – (123,830) The amounts do not include the fair value of underlying lines of business. While fair value amounts are designed to represent estimates of the amounts at which instruments could be exchanged in current transactions between willing parties, certain of the company’s financial instruments lack an available trading market. Therefore, these instruments have been valued on a going concern basis. Fair value information on the provision for claims is not determinable. These fair values have not been reflected on the financial statements. 17. US GAAP Reconciliation The consolidated financial statements of the company have been prepared in accordance with Canadian generally accepted accounting principles (‘‘GAAP’’) which are different in some respects from those applicable in the United States, as described below. Consolidated Statements of Earnings For the years ended December 31, 2000 and 1999, significant differences between consolidated net earnings under Canadian GAAP and consolidated net earnings under US GAAP were as follows: (a) In Canada, the unrealized loss on the translation of the foreign exchange component of the yen debt swap is deferred and amortized to income over the remaining term to maturity. In the U.S., the unrealized foreign exchange loss is recognized in income in the year, although there is no intention to settle the swap prior to maturity. (b) In Canada, the Swiss Re recoveries are recorded at the same time as the claims incurred are ceded to Swiss Re. In the U.S., the Swiss Re recoveries are recorded up to the amount of the premium paid with the excess of the ceded liabilities over the premium paid recorded as a deferred gain. The deferred gain is amortized to income over the estimated settlement period over which the company expects to receive the recoveries. (c) In Canada, the amortization period of negative goodwill is periodically reviewed to determine whether the remaining useful life continues to be appropriate or whether the amortization period should be adjusted, based on the facts and circumstances giving rise to the negative goodwill at the date of acquisition. In the U.S., in the case of financial 48 institutions, the SEC staff generally take exception to a negative goodwill amortization period of less than 10 years. (d) In Canada, the cost to close duplicate facilities in the London market operations on the acquisition of TIG Holdings in 1999 was accrued for in the purchase equation. In the U.S., such costs are expensed as they relate to the closure of the company’s own operations. (e) Under Canadian GAAP, the Canadian federal income tax rate reductions that become effective January 1, 2001 and subsequent are reflected in the rate used to measure future income tax balances. Under United States GAAP, Statement of Financial Accounting Standards No. 109, ‘‘Accounting for Income Taxes’’, this rate change does not impact the measurement of the company’s future income tax balances until it is passed into law. The following shows the net earnings in accordance with US GAAP: Net earnings, Canadian GAAP Foreign exchange gain (loss) on yen debt swap, net of tax Recovery on Swiss Re cover, net of tax Amortization of negative goodwill Change in tax rate for future income taxes Closure costs, net of tax 2000 ($000) 1999 ($000) 137,441 124,208 9,268 (159,636) (79,245) 7,900 (10,636) (24,154) – – – (11,266) Net earnings (loss), US GAAP (84,272) 78,152 Net earnings (loss) per share, US GAAP $ (7.42) $ 5.86 Consolidated Balance Sheets In Canada, portfolio investments are carried at cost or amortized cost with a provision for declines in value which are considered to be other than temporary. In the U.S., such investments are classified as available for sale and marked to market through shareholders’ equity. In Canada, trust preferred securities of subsidiaries (including RHINOS) are included in total liabilities. In the U.S., trust preferred securities are shown as a separate caption after total liabilities, in a manner similar to non-controlling interests. 49 FAIRFAX FINANCIAL HOLDINGS LIMITED The following shows the balance sheet amounts in accordance with US GAAP, setting out individual amounts where different from the amounts reported under Canadian GAAP: Assets Portfolio investments Bonds Preferred stocks Common stocks Total portfolio investments Future income taxes Goodwill All other assets Total assets Liabilities Accounts payable and accrued liabilities All other liabilities Total liabilities Trust preferred securities of subsidiaries Non-controlling interest Excess of net assets acquired over purchase price paid Shareholders’ Equity Total shareholders’ equity The difference in consolidated shareholders’ equity is as follows: Shareholders’ equity based on Canadian GAAP Other comprehensive income Cumulative reduction in net earnings under US GAAP Shareholders’ equity based on US GAAP 2000 ($000) 1999 ($000) 11,295,015 12,065,723 69,522 132,614 859,751 1,413,643 12,224,288 13,611,980 1,634,520 1,402,841 352,092 326,282 17,583,872 15,957,561 31,794,772 31,298,664 1,935,534 1,544,808 25,836,559 26,019,068 27,772,093 27,563,876 392,022 645,159 209,053 378,789 601,595 234,243 1,246,234 1,214,627 2,776,445 2,520,161 2000 ($000) 1999 ($000) 3,380,306 3,315,979 (336,093) (749,762) (267,768) (46,056) 2,776,445 2,520,161 50 Statement of Financial Accounting Standards No. 130 ‘‘Reporting Comprehensive Income’’ requires the company to disclose items of other comprehensive income in a financial statement and to disclose accumulated balances of other comprehensive income in the equity section of a financial statement. Other comprehensive income includes unrealized gains and losses on investments, as follows: Unrealized gain (loss) on investments available for sale (489,188) (1,226,613) Less: related deferred income taxes 153,095 476,851 (336,093) (749,762) 2000 ($000) 1999 ($000) Disclosure of interest and income taxes paid The aggregate amount of interest paid (excluding interest received on interest rate swaps) for the years ended December 31, 2000 and 1999 was $195,460 and $161,162 respectively. The aggregate amount of income taxes paid for the years ended December 31, 2000 and 1999 was $4,507 and $24,235 respectively. Future changes in United States accounting policies The company is required to adopt for United States reporting purposes Statement of Financial Accounting Standards No. 133, ‘‘Accounting for Derivative Instruments and Hedging Activities’’, starting with financial statements for the year ending December 31, 2001. Under this standard, all derivatives are recognized at fair value in the balance sheet. Changes in the fair value of derivatives that are not hedges are recognized in the Consolidated Statement of Earnings as they arise consistent with current practice. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset in the Consolidated Statement of Earnings against the change in the fair value of the hedged asset or will be recognized in other comprehensive income until the hedged item is recognized in the Consolidated Statement of Earnings. If the change in the fair value of the derivative is not completely offset by the change in the value of the item it is hedging, the difference will be recognized immediately in the Consolidated Statement of Earnings. The company’s forward contracts are hedges of net investments in subsidiaries and therefore there is no impact as a result of this Standard. The fair value of all other derivative instruments (put options and interest rate swaps) at January 1, 2001 is approximately $10 million less than their carrying value. 51 FAIRFAX FINANCIAL HOLDINGS LIMITED Management’s Discussion and Analysis of Financial Condition and Results of Operations Note: Readers of the Management’s Discussion and Analysis of Financial Condition and Results of Operations should review the entire Annual Report for additional commentary and information. Sources of Revenue Revenue reflected in the consolidated financial statements includes net premiums earned, interest and dividend income and realized gains on sale of investments of the insurance, reinsurance and runoff companies, claims adjusting fees of Lindsey Morden and other miscellaneous income. The runoff business segment was formed with the acquisition of the company’s interest in The Resolution Group (‘‘TRG’’) and its wholly-owned subsidiary, International Insurance, on August 11, 1999 and also includes Sphere Drake, which was transferred to runoff effective July 1, 1999, and Odyssey Re Stockholm, a runoff company purchased in September 1998. The international runoff operations have reinsured their reinsurance portfolios to ORC Re to provide consolidated investment and liquidity management services, with the RiverStone Group retaining full responsibility for all other aspects of the runoff. Accordingly, for segmented information, ORC Re is classified in the Runoff and other segment. The 1999 comparatives have been restated on a consistent basis. Revenue by Line of Business Insurance Reinsurance Claims adjusting Runoff and other Corporate 2000 ($000) 1999 ($000) 1998 ($000) 1997 ($000) 1996 ($000) 3,420,374 3,335,377 1,823,760 1,086,854 1,026,107 1,505,284 1,435,999 1,380,065 376,943 666,639 219,283 443,085 504,846 69,147 294,843 – 801,864 166,331 – 273,340 162,266 – 75,649 33,258 14,102 6,188,523 5,788,454 3,574,317 2,088,307 1,475,815 The 2000 increase in insurance revenue was mainly the result of the inclusion of TIG Specialty Insurance’s revenue for a full year in 2000 (compared with nine months in 1999), partially offset by reduced premiums for C&F and Ranger as a result of their re-underwriting actions. The increase in reinsurance revenue in 2000 arose from the inclusion of Odyssey America Re’s (formerly TIG Re) revenue for a full year in 2000 (compared with nine months in 1999), partially offset by CTR’s reduced premium volume as it significantly reduced its unprofitable facultative and other classes of business, the impact of the lower Euro/Canadian dollar exchange rate in 2000 on CTR’s revenue, and the inclusion of Sphere Drake’s revenue for the six months ended June 30, 1999 when it ceased active underwriting (and was thereafter included in runoff). 52 The 2000 decrease in claims adjusting revenue reflects lower weather-related claims activity in North America and the U.K. as well as fewer ground subsidence claims in the U.K. The increase in runoff and other revenue reflects the inclusion of TRG’s revenue for a full year in 2000 (compared with four months in 1999) and the higher realized gains and investment income on the international runoff portfolios. On a geographic basis, the United States operations accounted for 63% of total revenue in 2000 compared with 62% in 1999. Operating loss before income taxes from U.S. operations amounted to $139.9 million in 2000 compared with an operating profit of $113.9 million in 1999. Canadian operations accounted for 12% of total revenue in 2000 compared with 15% in 1999. Operating profit from Canadian operations amounted to $34.7 million in 2000 compared with an operating loss of $18.9 million in 1999. The Europe and Far East operations accounted for 22% of total revenue in 2000, the same as in 1999. Operating profit from the Europe and Far East operations amounted to $165.9 million in 2000 compared with $28.9 million in 1999. The balance of revenue and operating profit or loss was related to corporate. 53 FAIRFAX FINANCIAL HOLDINGS LIMITED Net Earnings Sources of net earnings (with Lindsey Morden equity accounted) were as follows for the past five years: Underwriting Insurance Canada U.S. Reinsurance 2000 ($000) 1999 ($000) 1998 ($000) 1997 ($000) 1996 ($000) (13,025) (96,570) (40,338) 5,202 3,921 (588,408) (273,131) (116,470) (25,572) (49,767) (97,367) (247,364) (154,571) (35,787) (4,717) Interest and dividends 593,512 711,475 432,024 242,300 144,101 Insurance and reinsurance earnings (loss) before realized gains Realized gains Runoff (105,288) 94,410 120,645 186,143 93,538 378,305 121,670 440,785 206,773 131,274 43,303 (54,231) – – – Claims adjusting (Fairfax portion) (15,387) 2,784 12,388 1,824 2,298 Interest expense (164,743) (129,262) (84,356) (43,182) (34,997) Goodwill and other amortization (5,362) (5,067) (4,985) (4,817) (4,765) Negative goodwill Swiss Re premium Kingsmead losses Restructuring 99,113 – (167,196) (35,312) (32,963) (16,402) – – – – – – – – – – – – – – Corporate overhead and other (22,966) (20,174) (15,963) (14,991) (6,656) Pre-tax income (loss) Less (add): taxes (12,586) (25,182) 468,514 331,750 180,692 (173,306) (158,023) 80,979 99,252 29,872 Less: non-controlling interests 23,279 8,633 – – – Net earnings 137,441 124,208 387,535 232,498 150,820 Net earnings in 2000 were $137.4 million, an increase of $13.2 million or 11% from 1999 net earnings of $124.2 million. The major changes which affected net earnings are set out below. Insurance and reinsurance earnings before realized gains decreased by $199.7 million over 1999 due to higher underwriting losses of $81.7 million and lower interest and dividend income of $118.0 million. Underwriting losses at TIG and CTR reflect the benefit of the Swiss Re cover. Canadian insurance underwriting losses improved by $83.5 million which reflects the improvement in the group’s combined ratio to 102.0% in 2000 from 114.9% in 1999. Commonwealth successfully re-underwrote its Oil, Gas and Petrochemicals and U.S. Property business in 1999, when it suffered due to soft markets and the company’s willingness to walk away from underpriced accounts. In 2000, Commonwealth obtained significant pricing increases on these books of business. Lombard’s underwriting results improved from a 54 combined ratio of 105.0% in 1999 to 100.6% in 2000 reflecting strict underwriting discipline as well as redundancies from prior years’ reserves. U.S. insurance underwriting losses deteriorated by $315.3 million which reflects a deterioration in the group’s combined ratio to 124.3% in 2000 compared with 111.8% in 1999. TIG and C&F incurred adverse development of $169 million on the 1999 accident year which was the bottom of the soft U.S. insurance market and which represented 6.5% of their combined 1999 net earned premiums. Excluding the 1999 accident year adverse development, the 2000 combined ratio for the U.S. insurance companies would have been 117.1%. TIG’s 2000 combined ratio (excluding 1999 reserve strengthening) was 116.4% compared to 118.4% in 1999 (before purchase adjustments and after reflecting the 1999 reserve strengthening in 2000). In 2000, TIG significantly re-underwrote its programs by exercising more underwriting and pricing control while bringing more claims handling in-house. The impact of these changes will emerge primarily in 2001. Offsetting these underwriting and claims actions, TIG incurred underwriting losses of $56.0 million on its Non-Standard Auto program (adding 1.8 percentage points to its 2000 combined ratio). This program has now been discontinued due to its poor performance and since it is not part of the company’s strategic focus. Excluding 1999 reserve strengthening, C&F’s 2000 combined ratio was 116.3% compared to a 1999 combined ratio of 128.6% (after reflecting the 1999 reserve strengthening in 2000). The improvement in C&F’s adjusted underwriting loss amounted to $156.3 million reflecting the significant underwriting and pricing actions taken by C&F in 1999 and 2000. Ranger’s 2000 underwriting loss was $47.6 million, approximately $33.0 million of which resulted from Ranger’s programs discontinued in 1999 (Petroleum and Natural Gas Marketers, Mississippi Insurance Managers and California Artisan Contractors). The combined ratio on Ranger’s continuing programs was 121.6%. The U.S. insurance companies experienced average price increases of 8.5% for 2000 with average price increases in excess of 12% in the fourth quarter of 2000, compared to overall price decreases of 4% to 6% in 1999. The reinsurance underwriting loss improved $150.0 million from $247.4 million in 1999 to $97.4 million in 2000. The group incurred minimal catastrophe losses in 2000 compared with $127.8 million in 1999. CTR discontinued its non-performing facultative business in 2000. The Paris branch of Odyssey America Re will only write facultative business in Europe and Asia in support of its treaty book. 55 FAIRFAX FINANCIAL HOLDINGS LIMITED Interest and dividends declined by $118.0 million from $711.5 million in 1999 to $593.5 million in 2000 reflecting: – a $2.4 billion decrease in the investment portfolios of the insurance and reinsurance companies in 2000 due to the significant reduction in C&F’s net premiums earned which declined from US$933.7 million in 1997 (the year before Fairfax’s acquisition) to US$548.0 million in 2000, a significant reduction in the net premiums written of Odyssey America Re (formerly TIG Re) of $100.0 million from 1997 to 1999 as it exited the reverse flow and facultative business, payment by the reinsurance group on 1999 catastrophe losses and Ranger’s 65% reduction in net premiums earned since 1997; – an increase in funds withheld interest expense from $79.5 million in 1999 to $102.4 million in 2000, reflecting TIG and TIG Re’s extensive use of finite risk stop loss treaties before their acquisition by Fairfax; and – the transfer to runoff effective July 1, 1999 of Sphere Drake, which contributed $23.6 million to 1999 interest and dividend income. Net realized gains increased in 2000 to $378.3 million from $121.7 million in 1999, principally relating to the sale of Fairfax’s Latin American common equity portfolio ($247.8 million) and other common equity gains ($184.5 million), offset primarily by put amortization ($71.9 million). Runoff operations comprise Odyssey Re Stockholm, Sphere Drake since July 1, 1999 and TRG since August 11, 1999. The earnings of $43.3 million from runoff operations primarily resulted from higher investment income from TRG (included for a full year in 2000 compared with four months in 1999) and the international runoff operations, and the runoff of Sphere Drake’s premiums since the transfer of Sphere Drake to runoff effective July 1, 1999, offset by Sphere Drake’s 2000 reserve strengthening on 1999 catastrophes. Fairfax’s $15.4 million share of Lindsey Morden’s (claims adjusting) loss in 2000, compared with a $2.8 million share of profits in 1999, reflects Lindsey Morden’s significantly lower revenue and operating profit from its U.K. and U.S. operations as reductions in operating costs lagged revenue declines. In addition, Lindsey Morden incurred restructuring and other costs of $13.8 million to reduce staffing levels in line with lower claims activity in its U.S. and U.K. operations. Interest expense increased in 2000 due to a full year of interest expense on debt incurred to purchase TIG Holdings and on TIG Holdings’ debt assumed, compared with nine months in 1999. As part of its acquisition of TIG effective April 13, 1999, Fairfax purchased a US$1 billion corporate insurance cover from Swiss Re protecting it from adverse development in claims and unrecoverable reinsurance above the reserves set up by all of its subsidiaries (including TIG Specialty Insurance and Odyssey America Re (formerly TIG Re) but otherwise not including subsidiaries acquired after 1998) at December 31, 1998. In 2000, Fairfax strengthened 1998 and prior reserves and ceded these losses of $404.0 million (US$272.3 million) to Swiss Re for which it will pay an additional premium of $167.2 million (US$112.7 million) to a funds withheld account to the benefit of Swiss Re. The 2000 cession included: 56 – $224.0 million in respect of TIG’s claims reserves (prior to its acquisition by Fairfax) primarily relating to California construction defect exposures, the losses on which are expected to emerge over the next five to ten years. One of the reasons for purchasing the corporate insurance cover was to provide TIG with reinsurance protection (similar to Fairfax’s other vendor indemnities); – $145.0 million in respect of Sphere Drake’s claims reserves on its 1997 and 1998 underwriting years, including catastrophe losses resulting from Hurricane George. As set out in note 4 to the consolidated financial statements, Fairfax has remaining CVR protection of $46.3 million (US$30.8 million) on Sphere Drake’s 1996 and prior claims reserves; – $27.6 million in respect of Crum & Forster’s claims reserves from August 13, 1998 (the date of its acquisition by Fairfax) to December 31, 1998. Crum & Forster continues to have reinsurance protection of its August 13, 1998 and prior claims reserves of $259 million (see Indemnifications on page 79); – $31.9 million in respect of CTR’s 1997 and 1998 underwriting years, primarily from its now discontinued facultative books of business; and – $24.5 million in offsetting net redundancies from the remaining subsidiaries. Additional premium will be payable to Swiss Re if additional losses are ceded to this cover in future years. As part of the acquisition of TIG Holdings, TIG Specialty Insurance had a 90% ownership in Kingsmead Managing Agency, a managing agent for three Lloyd’s syndicates for which TIG provided underwriting capacity of £151.4 million for 2000. On June 29, 2000, Fairfax signed an agreement to sell its investment in Kingsmead to Advent Capital plc for 22% of Advent, which sale closed in the fourth quarter. Fairfax’s operating losses from the Kingsmead syndicates for the year ended December 31, 2000 amounted to $33.0 million, primarily relating to reserve strengthening on the 1999 underwriting year. There was no gain or loss on the sale. The restructuring costs of $16.4 million in 2000 relate to further restructuring of C&F’s operations (net of its remaining acquisition date accrual), the closure of TIG offices, including severance, and the closure of Odyssey America Re’s U.S. facultative offices. The remaining $13.8 million of the $30.2 million Restructuring and other costs shown on Fairfax’s statement of earnings on page 30 relates to Lindsey Morden (and is included in Fairfax’s portion of the claims adjusting loss in the above table of sources of net earnings). Fairfax’s acquisition policy is to purchase under-valued insurance and reinsurance companies at a discount to book value and/or with vendor indemnities or reinsurance stop loss treaties protecting Fairfax against adverse development on pre-acquisition claims reserves and unrecoverable reinsurance. Four acquisitions, Odyssey Reinsurance Corporation (1996), CTR (1997), C&F (1998) and TRG (1999), resulted in negative goodwill arising out of the purchase price equation at the date of acquisition. In general, the negative goodwill arises from a combination of the following factors relating to the acquired company: 57 FAIRFAX FINANCIAL HOLDINGS LIMITED – the former owner which put the company up for sale was unable to find a buyer at a premium to book value; – there was a need to bolster the franchise value due to lack of scale as the company was part of a larger insurance group or had been publicly up for sale for an extended period of time; – the company had quality of management issues and a lack of focus on underwriting profitability; – the company had a high and inefficient cost structure; – there was a risk that, although assets and liabilities were valued at fair value at the acquisition date and vendor indemnities were provided for these acquisitions, assets, including reinsurance recoverables, could be overstated or liabilities, including provisions for claims, could be understated. Fairfax’s accounting policy previously arbitrarily set ten years as the period over which the negative goodwill would be amortized to income. This reflected the lack of experience and uncertainty with the period over which the factors giving rise to the negative goodwill would be resolved. Periodically the company reviews the appropriateness of the remaining period of the negative goodwill based on its evaluation of the facts and circumstances giving rise to the original negative goodwill at the various acquisition dates. In 2000, the company carried out a comprehensive review of the remaining useful life of the negative goodwill for each acquisition and concluded that the amortization periods should be shortened from ten years to five years for Odyssey Reinsurance Corporation, six years for CTR, three years for C&F and four years for TRG. Odyssey Reinsurance Corporation (now part of Odyssey America Re) has established itself as a global reinsurer which, effective July 1, 2000, is writing CTR’s European property and casualty business through its Paris branch, and effective January 1, 2001 is writing CTR’s Asian property and casualty business through its Singapore branch. There have been no unexpected valuation issues arising from the acquisition date assets and liabilities and the vendor indemnities have not been fully utilized. In the case of C&F, its restructuring and re- underwriting activities were completed in 2000. Additional losses were incurred on the in-force unearned premiums at the acquisition date and have been recorded in 1999 and 2000. C&F’s operating results continue to improve, with pre-tax income of US$4.0 million in 2000 compared to a pre-tax loss of US$31.0 million in 1999. These changes in estimates were applied on a prospective basis effective at the beginning of the fourth quarter of 2000, resulting in an increase in negative goodwill amortization of $79.2 million for the year ended December 31, 2000, from $29.5 million to $108.7 million. The remaining balance of negative goodwill of $129.8 million at December 31, 2000 will be amortized to income in 2001 ($75.8 million), 2002 ($40.0 million) and 2003 ($14.0 million), assuming that the revised amortization periods remain appropriate. Corporate overhead and other consists of holding company expenses net of Hamblin Watsa’s pre-tax income and interest income on Fairfax’s cash balances. The company recorded a recovery for income taxes in 2000 due to income earned outside Canada at lower rates of tax and operating losses in higher tax rate jurisdictions. 58 The non-controlling interests represent the 33.5% public minority interest in Lindsey Morden and Xerox’s effective 72.5% economic interest in TRG’s results of operations and net assets. Fairfax owns all of TRG’s voting common shares resulting in an effective 27.5% economic interest in TRG’s results of operations and net assets. Xerox retains all of TRG’s participating non-voting preferred shares resulting in an effective 72.5% economic interest in TRG’s results of operations and net assets. Xerox’s wholly-owned subsidiary, Ridge Re, also provides TRG’s wholly-owned subsidiary, International Insurance, with the vendor indemnity referred to under Indemnifications on page 79. TRG’s cessions to Ridge Re are fully collateralized by letters of credit in the same amount as the cessions. Insurance Underwriting Fairfax’s insurance and reinsurance companies employ disciplined underwriting practices with the objective of rejecting underpriced risks. The combined loss and expense ratio is the traditional measure of underwriting results of property and casualty companies. In any year when the ratio exceeds 100%, it generally indicates that unprofitable business has been underwritten. A summary follows of the net premiums written and earned, and the loss, expense and combined ratios, for the past sixteen years for Fairfax’s insurance companies and, for Fairfax’s reinsurance companies, for the five years that Fairfax has owned these companies. Insurance NET PREMIUMS Written ($000) Earned ($000) RATIOS Loss (%) Expense (%) Combined (%) 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 23,415 55,992 71,378 68,224 35,477 74,487 93,450 128,664 163,508 411,570 864,589 879,687 864,708 14,049 40,885 62,012 66,265 40,444 78,427 90,507 118,854 150,844 400,559 829,340 864,169 867,218 1,310,141 1,402,771 2,745,629 2,957,006 3,112,176 3,073,133 96 72 73 73 100 82 60 79 73 74 74 75 71 78 77 85 30 23 25 19 40 31 34 35 26 30 31 31 31 33 36 35 126 95 98 92 140 113 94 114 99 104 105 106 102 111 113 120 In 2000, the combined ratio was well above 100% with a combined ratio of 102% for the Canadian insurance companies and 124% for the U.S. insurance companies. Since current management took over in September 1985 Fairfax has had combined ratios of less than 100% in five of the fifteen full years and greater than 100% in the remaining ten years. 59 FAIRFAX FINANCIAL HOLDINGS LIMITED Reinsurance NET PREMIUMS RATIOS 1996 1997 1998 1999 2000 Written ($000) 163,392 527,919 966,466 Earned ($000) 166,719 593,423 992,080 1,276,912 1,275,245 1,222,916 1,224,213 Loss (%) Expense (%) Combined (%) 62 72 80 85 71 34 35 36 34 37 96 107 116 119 108 In 2000, the combined ratio decreased to 108% from 119% in 1999. Excluding international catastrophe-related losses of $127.8 million, the combined ratio was 109.5% in 1999. There were minimal catastrophe losses in 2000. Balance Sheet Analysis Cash and short term investments and Marketable securities consist of the holding company’s cash deposits and short term investments which it maintains as a safety net to ensure that it can cover its debt service and operating requirements for some years even if its insurance subsidiaries pay no dividends (see the discussion on page 86). Cash and short term investments include the company’s bank operating account, overnight bank deposits and investments in short term government treasury bills ($450 million). Marketable securities include short term government bonds ($39 million) and the company’s investment in S&P500 Index put contracts ($56 million). Accounts receivable and other primarily consists of premiums receivable (net of provisions for uncollectible amounts) of $1.9 billion, funds withheld receivables from cedants and other reinsurance balances of $400 million, accrued interest of $150 million and prepaid expenses and other accounts receivable of $467 million. Recoverable from reinsurers includes future recoveries on unpaid claims ($9.5 billion), reinsurance receivable on paid losses ($1.2 billion) and unearned premiums from reinsurers ($400 million). Please see Reinsurance Recoverables beginning on page 76 for a detailed discussion of amounts recoverable from reinsurers. Investments in Hub and Zenith National represent Fairfax’s investment in 42%-owned Hub International Limited ($111 million) and 39%-owned Zenith National Insurance Corp. ($285 million), both of which are publicly listed companies (the combined market value of these investments was $402 million at December 31, 2000). Deferred premium acquisition costs (DPAC) consist of brokers’ commissions and premium taxes. These are deferred, together with the related unearned premiums (UPR), and amortized to income over the term of the underlying insurance policies. Unlike many companies in the insurance industry, the company does not defer internal underwriting costs as part of DPAC and the recoverability of DPAC is determined without giving credit to investment income. The ratio of DPAC to UPR (17.2% at December 31, 2000) varies from time to time depending on the mix of business being written and the estimated recoverability of DPAC given expected loss ratios on the UPR. 60 Future income taxes represent amounts expected to be recovered in future years from the taxation authorities in the countries in which the company operates. At December 31, 2000 future income taxes consisted of $717 million of capitalized operating and capital losses ($785 million gross less a valuation allowance of $68 million), and timing differences of $559 million which represent expenses recorded in the financial statements but not yet deducted for income tax purposes. The capitalized operating losses relate primarily to the U.S. companies (including $430 million arising on the acquisition of TIG in 1999) as well as to the Canadian holding company, CTR and Sphere Drake. The company expects to realize the benefit of these capitalized losses from future profitable operations. The valuation allowance recognizes the uncertainty in realizing the benefit of certain of the operating losses depending on the jurisdiction and on the time limit before the losses expire. The timing differences principally relate to insurance-related balances such as claims, DPAC and UPR; such timing differences are expected to continue for the foreseeable future in light of the company’s ongoing operations. Goodwill arises on the acquisition of companies where the purchase price paid exceeds the fair value of the underlying net tangible assets acquired. Goodwill at December 31, 2000 arises from Lindsey Morden ($226 million), Lombard’s acquisition of brokers in 2000 ($16 million), C&F’s acquisition of Seneca and Transnational in 2000 ($12 million), Ranger ($3 million) and Hamblin Watsa ($3 million). Lindsey Morden’s goodwill is amortized to income on a straight line basis over 40 years while the other companies’ goodwill is amortized to income on a straight line basis over ten years. Other assets include loans receivable and shares held in connection with the company’s management share purchase and restricted stock grant programs ($60 million) and miscellaneous other balances. Accounts payable and accrued liabilities include employee related liabilities, amounts due to brokers and agents including contingent commissions, liabilities for operating expenses incurred in the normal course of business, dividends payable to policyholders, salvage and subrogation payable and other similar balances. Funds withheld payable to reinsurers represent premiums and accumulated accrued interest (at rates ranging from 5.75% to 8.0% per annum) on finite risk and aggregate stop loss reinsurance treaties, principally relating to Odyssey America Re ($480 million), TIG ($405 million), C&F ($181 million) and Fairfax’s corporate insurance cover with Swiss Re ($116 million). The companies retain ownership of the underlying investments. Claims payable under such treaties are paid first out of the funds withheld payable balances. Provision for claims consists of the gross amount of individual case reserves established by the insurance companies, individual case estimates reported by ceding companies to the reinsurance companies and management’s estimate of claims incurred but not reported (IBNR) based on the volume of business currently in force and the historical experience on claims. Please see Provision for Claims beginning on the next page for a detailed discussion of the company’s provision for claims. Unearned premiums are described above under Deferred premium acquisition costs. 61 FAIRFAX FINANCIAL HOLDINGS LIMITED Non-controlling interests represent the minority shareholders’ 72.5% share of the underlying net assets of TRG ($571 million) and 33.5% share of the underlying net assets of Lindsey Morden ($74 million). All of the assets and liabilities, including long term debt of these two companies, are included in the company’s consolidated balance sheet. Excess of net assets acquired over purchase price paid (negative goodwill) represents the aggregate unamortized amount of such excess, which arose as a result of the company’s acquisition of certain companies at prices less than the fair value of the underlying net tangible assets acquired. Please see pages 57 and 58 for a detailed discussion of the company’s negative goodwill. Provision for Claims Claim provisions are established by the case method as claims are reported. The provisions are subsequently adjusted as additional information on the estimated amount of a claim becomes known during the course of its settlement. A provision is also made for management’s calculation of factors affecting the future development of claims including IBNR based on the volume of business currently in force and the historical experience on claims. As time passes, more information about the claims becomes known and provision estimates are appropriately adjusted upward or downward. Because of the estimation elements encompassed in this process, and the time it takes to settle many of the more substantial claims, several years are required before a meaningful comparison of actual losses to the original provisions can be developed. The development of the provision for claims is shown by the difference between estimates of reserves as of the initial year-end and the re-estimated liability at each subsequent year-end. This is based on actual payments in full or partial settlement of claims, plus re-estimates of the reserves required for claims still open or claims still unreported. Unfavourable development means that the original reserve estimates were lower than subsequently indicated. The following table presents a reconciliation of the provision for claims and loss adjustment expense (LAE) for the insurance, reinsurance and runoff lines of business for the past five years. As shown in the table, the sum of the provision for claims for all of Fairfax’s insurance, reinsurance and runoff subsidiaries is $20,225.8 million as at December 31, 2000 – the amount shown as Provision for claims on Fairfax’s balance sheet on page 29. The ‘‘Other’’ shown in the following table was the $14 million Fairfax indemnification of Ranger reserves. 62 Reconciliation of Provision for Claims and LAE as at December 31 2000 ($000) 1999 ($000) 1998 ($000) 1997 ($000) 1996 ($000) Insurance subsidiaries owned throughout the year – net of indemnification Insurance subsidiaries 5,538,484 4,258,180 1,107,551 978,498 956,704 acquired during the year 71,392 1,187,246 3,802,794 – – Total insurance subsidiaries 5,609,876 5,445,426 4,910,345 978,498 956,704 Reinsurance subsidiaries owned throughout the year 3,641,344 2,732,941 2,981,663 1,215,130 13,363 Reinsurance subsidiaries acquired during the year – 1,394,859 1,362,274 1,869,526 1,138,865 Total reinsurance subsidiaries Runoff subsidiaries owned 3,641,344 4,127,800 4,343,937 3,084,656 1,152,228 throughout the year 2,307,647 1,733,009 Runoff subsidiaries acquired during the year – 873,276 Total runoff subsidiaries 2,307,647 2,606,285 – – – – – – – – – Federated Life Other 30,725 28,500 – – 26,675 14,000 24,626 14,000 23,095 14,000 Total provision for claims and LAE 11,589,592 12,208,011 9,294,957 4,101,780 2,146,027 Reinsurance gross-up 8,636,239 8,234,188 3,866,258 2,220,957 1,147,422 Total including gross-up 20,225,831 20,442,199 13,161,215 6,322,737 3,293,449 The seven tables that follow show the reconciliation and the reserve development of the insurance (Canadian and U.S.), reinsurance and runoff subsidiaries’ provision for claims, before the company’s US$1 billion corporate insurance cover from Swiss Re. The commentary to the various tables discloses the group’s share of the cession to the Swiss Re corporate cover. Because business is done in various locations, there will necessarily be some distortions caused by foreign exchange fluctuations. The insurance subsidiaries’ tables are presented in Canadian dollars for the Canadian subsidiaries and in U.S. dollars for the U.S. subsidiaries (Falcon is included with the U.S. insurance subsidiaries for convenience). The reinsurance and runoff subsidiaries’ tables are presented in U.S. dollars as the reinsurance and runoff businesses are substantially transacted in that currency. 63 FAIRFAX FINANCIAL HOLDINGS LIMITED Canadian Insurance Subsidiaries The following table shows for Fairfax’s Canadian insurance subsidiaries the provision for claims liability for unpaid losses and LAE as originally and as ultimately estimated for the years 1996 through 2000. The favourable or unfavourable development from prior years is credited or charged to each year’s earnings. Reconciliation of Provision for Claims – Canadian Insurance Subsidiaries Provision for claims and LAE at January 1 890,360 818,840 764,052 746,119 695,328 2000 ($000) 1999 ($000) 1998 ($000) 1997 ($000) 1996 ($000) Incurred losses on claims and LAE Provision for current accident year’s claims 502,808 560,961 545,306 553,902 482,970 Increase (decrease) in provision for prior accident years’ claims (17,098) (8,010) (2,464) (11,974) (16,692) Total incurred losses on claims and LAE 485,710 552,951 542,842 541,928 466,278 Payments for losses on claims and LAE Payments on current accident year’s claims (214,955) (230,996) (239,426) (285,067) (195,604) Payments on prior accident years’ claims (264,999) (250,435) (248,628) (238,928) (219,883) Total payments for losses on claims and LAE (479,954) (481,431) (488,054) (523,995) (415,487) Provision for claims and LAE at December 31 896,116 890,360 818,840 764,052 746,119 The company strives to establish adequate provisions at the original valuation date. It is the company’s objective to have favourable development from the past. The reserves will always be subject to upward or downward development in the future. 64 The following table shows for Fairfax’s Canadian insurance subsidiaries the original provision for claims reserves including LAE at each calendar year-end commencing in 1990 with the subsequent cumulative payments made from these years and the subsequent re-estimated amount of these reserves. The following Canadian insurance subsidiaries’ reserves are included from the respective years in which such subsidiaries were acquired: Markel Federated Commonwealth Lombard (including CRC (Bermuda)) Year Acquired 1985 1990 1990 1994 Provision for Canadian Insurance Subsidiaries’ Claims Reserve Development As at December 31 Provision for claims including LAE Cumulative payments as of: One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Ten years later Reserves re-estimated as of: One year later Two years later Three years later Four years later Five years later Six years later Seven years later Eight years later Nine years later Ten years later Favourable (unfavourable) 1990 and prior ($000) 1991 ($000) 1992 ($000) 1993 ($000) 1994 ($000) 1995 ($000) 1996 ($000) 1997 ($000) 1998 ($000) 1999 ($000) 2000 ($000) 192,372 168,393 179,587 185,010 673,789 695,328 746,119 764,052 818,840 890,360 896,116 62,955 233,811 219,883 238,928 248,628 250,435 264,999 56,824 87,878 105,537 351,600 355,035 386,447 392,699 409,855 48,050 75,403 94,834 110,565 127,418 457,680 455,301 494,014 504,796 44,055 76,947 98,150 115,417 110,838 126,123 147,296 525,453 531,979 577,065 127,003 120,435 137,732 159,482 577,504 585,789 135,020 128,060 145,986 166,015 612,691 142,080 134,465 150,589 170,919 147,015 138,286 154,133 149,732 141,347 152,512 175,138 168,001 179,948 187,819 677,938 678,636 734,145 761,588 810,830 873,262 173,992 157,849 174,820 191,825 676,826 692,888 743,443 758,562 808,334 165,753 157,671 171,833 197,833 685,675 704,431 748,532 756,958 166,797 156,291 177,451 198,650 688,769 707,148 750,204 165,625 158,366 177,370 199,317 695,907 705,680 167,289 161,088 177,964 197,691 694,477 169,803 162,501 175,936 198,798 171,625 160,606 177,982 170,215 161,868 171,616 development 20,756 6,525 1,605 (13,788) (20,688) (10,352) (4,085) 7,094 10,506 17,098 The Canadian insurance subsidiaries had a net redundancy (favourable development) of $17.1 million during 2000, primarily relating to conservative reserving at Lombard, Federated and Markel, partially offset by unfavourable development on Commonwealth’s casualty book. The net deficiency in 1993 resulted from the impact of U.S. floods late in the year for which Commonwealth underestimated the ultimate losses. The net deficiency in 1994 relates to the impact of Lombard’s increase in its casualty retention which was initially underestimated by the company. The net deficiency in 1995 relates to an excess of loss contract assumed by CRC (Bermuda) which had higher than expected losses. The net redundancies on 1998 and prior losses for the Canadian insurance group of $14.4 million in 2000 reduced the cession to the Swiss Re corporate cover. 65 FAIRFAX FINANCIAL HOLDINGS LIMITED Management is pleased with the generally favourable development for the Canadian insurance subsidiaries over the last five years. Future development could be significantly different from the past due to many unknown factors. U.S. Insurance Subsidiaries The following table shows for Fairfax’s U.S. insurance subsidiaries the provision for claims liability for unpaid losses and LAE as originally and as ultimately estimated for the years 1996 through 2000. The favourable or unfavourable development from prior years is credited or charged to each year’s earnings. Reconciliation of Provision for Claims – U.S. Insurance Subsidiaries 2000 (US$000) 1999 (US$000) 1998 (US$000) 1997 (US$000) 1996 (US$000) Provision for claims and LAE at January 1 for Ranger, for C&F and Falcon beginning in 1999 and for TIG beginning in 2000 Incurred losses on claims and LAE Provision for current accident year’s claims Increase in provision for 3,138,611 2,693,929 184,003 187,644 157,804 1,317,131 624,666 104,477 105,462 111,607 prior accident years’ claims 284,819 29,753 43,821 8,681 25,352 Total incurred losses on claims and LAE 1,601,950 654,419 148,298 114,143 136,959 Payments for losses on claims and LAE Payments on current accident year’s claims Payments on prior accident (434,626) (272,502) (40,477) (37,962) (37,767) years’ claims (1,215,145) (755,292) (70,130) (79,822) (69,352) Total payments for losses on claims and LAE (1,649,771) (1,027,794) (110,607) (117,784) (107,119) Provision for claims and LAE at December 31 3,090,790 2,320,554 221,694 184,003 187,644 Provision for claims and LAE for Seneca Insurance at December 31 Provision for claims and LAE for TIG Specialty Insurance at December 31 Provision for claims and LAE for C&F at December 31 Provision for claims and LAE for Falcon at December 31 – – – – – – – – 47,532 – 818,057 – – – – 2,466,685 5,550 – – – 66 Provision for claims and LAE for U.S. insurance subsidiaries at December 31 before indemnification Reserve indemnification Provision for claims and LAE 2000 (US$000) 1999 (US$000) 1998 (US$000) 1997 (US$000) 1996 (US$000) 3,138,322 – 3,138,611 – 2,693,929 (34,000) 184,003 (34,000) 187,644 (34,000) for U.S. insurance subsidiaries after indemnification 153,644 Exchange rate 1.3706 Converted to Canadian dollars C$4,713,760 C$4,555,066 C$4,091,505 C$214,446 C$210,585 3,138,322 1.5020 3,138,611 1.4513 2,659,929 1.5382 150,003 1.4296 The company strives to establish adequate provisions at the original valuation date. It is the company’s objective to have favourable development from the past. The reserves will always be subject to upward or downward development in the future. 67 FAIRFAX FINANCIAL HOLDINGS LIMITED The following table shows for Fairfax’s U.S. insurance subsidiaries the original provision for claims reserves including LAE at each calendar year-end commencing in 1993 (the date of Ranger’s acquisition) with the subsequent cumulative payments made from these years and the subsequent re-estimated amounts of these reserves. The following U.S. insurance subsidiaries’ reserves are included from the respective years in which such subsidiaries were acquired: Ranger C&F Falcon TIG Seneca Provision for U.S. Insurance Subsidiaries’ Claims Reserve Development As at December 31 1993 (US$000) 1994 (US$000) 1995 (US$000) 1996 (US$000) 1997 (US$000) Year Acquired 1993 1998 1998 1999 2000 1998 (US$000) 1999 (US$000) 2000 (US$000) Provision for claims including LAE 173,887 154,870 157,804 187,644 184,003 2,693,929 3,138,611 3,138,322 78,544 89,093 69,352 79,822 70,130 755,292 1,215,145 Cumulative payments as of: One year later Two years later Three years later Four years later Five years later Six years later Seven years later 141,662 130,040 119,882 125,286 128,042 1,363,198 169,259 158,738 135,225 157,508 168,914 185,800 166,941 155,229 184,072 188,254 179,913 171,800 194,391 193,936 197,677 Reserves re-estimated as of: One year later Two years later Three years later Four years later Five years later Six years later Seven years later 171,418 191,038 183,156 196,325 227,824 2,723,682 3,423,430 199,586 206,856 190,861 229,083 236,318 2,715,758 214,492 216,783 210,832 236,311 251,940 222,191 226,006 212,900 246,683 227,579 229,793 216,184 229,418 231,965 232,869 Favourable (unfavourable) development (58,982) (77,095) (58,380) (59,039) (67,937) (21,829) (284,819) Ranger has had significant net deficiencies in each year since 1993. Its generally unfavourable development over the years has been a source of significant concern. Ranger’s new senior management team took the necessary steps to eliminate and terminate unprofitable lines of business (Petroleum and Natural Gas Marketers, Mississippi Insurance Managers and California Artisan Contractors) in 1999. Ranger’s net adverse development of US$12.7 million in 2000 resulted from its discontinued California Artisan Contractors program where the losses continued to develop with a greater frequency than had been expected (US$10.4 million) and its 1985 and prior discontinued assumed reinsurance program (US$6.5 million), offset by redundancies of US$4.2 million in its continuing programs. 68 TIG and C&F’s net aggregate adverse development of US$272.1 million in 2000 included US$115.0 million of unfavourable development on the 1999 accident year, reflecting the underpricing conditions which existed at the bottom of the U.S. insurance market. In 1999, new management at C&F and TIG had strengthened former management’s estimated 1999 loss ratios by about 10 percentage points. However, like many other U.S. insurance companies, the ultimate losses were still underestimated, resulting in strengthening of the 1999 accident year loss ratios by 6% to 7% of 1999 net earned premiums. The remaining US$172.5 million of TIG and C&F’s gross adverse development in 2000 was on 1998 and prior years, primarily relating to TIG’s California Construction Defect exposures where the company experienced a higher level of claims emergence than had been previously estimated, and was partially offset by C&F’s redundancy of US$15.4 million on its unallocated loss and loss adjustment expense reserve of prior years. Of the total net adverse development on 1998 and prior losses for the U.S. insurance group in 2000, $170.6 million formed part of the cession to the Swiss Re corporate cover. Management is disappointed with the continuing adverse development in each of the last five years and since the acquisition of Ranger in 1993. Future development could be significantly different from the past due to many unknown factors. 69 FAIRFAX FINANCIAL HOLDINGS LIMITED Reinsurance Subsidiaries The following table shows for Fairfax’s reinsurance subsidiaries the provision for claims liability for unpaid losses and LAE as originally and as ultimately estimated for the years 1997 through 2000. The favourable or unfavourable development from prior years is credited or charged to each year’s earnings. Reconciliation of Provision for Claims – Reinsurance Subsidiaries Provision for claims and LAE at January 1 (in 1997, only for Odyssey Reinsurance (New York) and Wentworth) Provision for claims and LAE for Sphere Drake, Odyssey Re Stockholm and Dai Tokyo (UK) (transferred to runoff) Adjusted provision for claims and 2000 (US$000) 1999 (US$000) 1998 (US$000) 1997 (US$000) 2,844,208 2,824,039 2,157,706 858,469 (67,434) (1,264,470) – – LAE at January 1 2,776,774 1,559,569 2,157,706 858,469 Incurred losses on claims and LAE Provision for current accident year’s claims 523,636 623,730 504,347 150,166 Increase (decrease) in provision for prior accident years’ claims 62,124 (15,909) 26,017 (7,901) Total incurred losses on claims and LAE 585,760 607,821 530,364 142,265 Payments for losses on claims and LAE Payments on current accident year’s claims (36,882) (6,392) (292,325) (31,055) Payments on prior accident years’ claims (901,323) (277,900) (457,334) (119,698) Total payments for losses on claims and LAE (938,205) (284,292) (749,659) (150,753) Provision for claims and LAE at December 31 2,424,329 1,883,098 1,938,411 849,981 Provision for claims and LAE for CTR and Sphere Drake at December 31 Provision for claims and LAE for Odyssey Re Stockholm and ORC Re at December 31 Provision for claims and LAE for TIG Re at December 31 Provision for claims and LAE for reinsurance subsidiaries at December 31 Exchange rate Converted to Canadian dollars – 1,307,725 – – – – – 885,628 961,110 – – – 2,424,329 1.5020 2,157,706 1.4296 C$3,641,344 C$4,127,800 C$4,343,937 C$3,084,656 2,844,208 1.4513 2,824,039 1.5382 70 The company assumed all of Dai Tokyo (UK)’s outstanding claims as of December 31, 1999. In 2000, the company purchased Dai Tokyo (UK) Ltd. and the claims (which primarily resulted from a participation in Sphere Drake’s stamp) were transferred to runoff. The company strives to establish adequate provisions at the original valuation date. It is the company’s objective to have favourable development from the past. The reserves will always be subject to upward or downward development in the future. The following table shows for Fairfax’s reinsurance subsidiaries the original provision for claims reserves including LAE at each calendar year-end commencing in 1996 (the date of Odyssey Reinsurance (New York)’s acquisition) with the subsequent cumulative payments made from these years and the subsequent re-estimated amount of these reserves. The following reinsurance subsidiaries’ reserves are included from the respective years in which such subsidiaries were acquired (or, in the case of Wentworth, established): Wentworth Odyssey Reinsurance (New York) CTR Sphere Drake (transferred to runoff July 1, 1999) TIG Re (now Odyssey America Re) 1990 1996 1997 1997 1999 Provision for Reinsurance Subsidiaries’ Claims Reserve Development As at December 31 1996 (US$000) 1997 (US$000) 1998 (US$000) 1999 (US$000) 2000 (US$000) Provision for claims including LAE 858,469 2,157,706 2,824,039 2,844,208 2,424,329 Provision for claims including LAE for Sphere Drake, Odyssey Re Stockholm and Dai Tokyo (UK) (transferred to runoff) – (886,508) (1,264,470) (67,434) – Adjusted provision for claims including LAE 858,469 1,271,198 1,559,569 2,776,774 2,424,329 Cumulative payments as of: One year later Two years later Three years later Four years later Reserves re-estimated as of: One year later Two years later Three years later Four years later Favourable (unfavourable) 119,698 205,256 277,900 901,323 229,077 362,558 392,808 314,048 527,977 387,578 850,568 1,275,299 1,543,660 2,838,898 834,308 1,237,397 1,598,834 857,159 1,245,401 868,882 development (10,413) 25,797 (39,265) (62,124) 71 FAIRFAX FINANCIAL HOLDINGS LIMITED The unfavourable development of US$62.1 million in 2000 was primarily due to adverse development on CTR’s now discontinued facultative business from the 1998 underwriting year and unfavourable foreign exchange effect on CTR’s reserves. The favourable development in 1998 was principally due to a favourable foreign exchange effect on CTR’s reserves. Of the total net adverse development on 1998 and prior losses for the reinsurance group in 2000, US$19.8 formed part of the cession to the Swiss Re corporate cover. Future development could be significantly different from the past due to many unknown factors. Runoff Subsidiaries The following table shows for Fairfax’s runoff subsidiaries the provision for claims liability for unpaid losses and LAE as originally and as ultimately estimated since 1998. The favourable or unfavourable development from prior years is credited or charged to each year’s earnings. Reconciliation of Provision for Claims – Runoff Subsidiaries Provision for claims and LAE at January 1 for Odyssey Re Stockholm and Sphere Drake and, in 2000, TRG 1,795,828 1,264,470 2000 (US$000) 1999 (US$000) Provision on claims and LAE for Dai Tokyo (UK) (transferred to runoff) Incurred losses on claims and LAE Foreign exchange effect on claims Provision for current accident year’s claims Increase in provision for prior accident years’ claims Total incurred losses on claims and LAE Payments for losses on claims and LAE Payments on current accident year’s claims Payments on prior accident years’ claims 67,434 – 1,863,262 1,264,470 4,992 155,633 123,109 283,734 (19,056) 187,790 40,709 209,443 (46,699) (563,914) (99,447) (180,358) Total payments for losses on claims and LAE (610,613) (279,805) Provision for claims and LAE at December 31 1,536,383 1,194,108 Provision for claims and LAE for TRG at December 31 – 601,720 Provision for claims and LAE for runoff subsidiaries at December 31 Exchange rate Converted to Canadian dollars 1,536,383 1,795,828 1.5020 1.4513 C$2,307,647 C$2,606,285 The unfavourable reserve development of US$123.1 million in 2000 included additional development of reserves at Sphere Drake in 1996 and subsequent underwriting years of US$106.1 million (this was not related to the litigation referred to in note 11 to the 72 consolidated financial statements), and adverse development on TRG’s 1992 and prior claims of US$37.0 million, offset by favourable development of US$20.0 million on Odyssey Re Stockholm claims. Total net adverse development on 1998 and prior losses for the runoff group of US$91.6 million in 2000, principally relating to unfavourable development on Sphere Drake’s claims on the 1997 and 1998 underwriting years, formed part of the cession to the Swiss Re corporate cover. The runoff claims reserves are expected to be paid out approximately half over the next five years and three-quarters over the next ten years. The company strives to establish adequate provisions at the original valuation date. It is the company’s objective to have favourable development from the past. The reserves will always be subject to upward or downward development in the future. 73 FAIRFAX FINANCIAL HOLDINGS LIMITED Asbestos, Pollution and Other Hazards A number of Fairfax’s subsidiaries wrote insurance and reinsurance policies prior to their acquisition by Fairfax which involve asbestos-related, environmental pollution and other hazards (APH) coverage, primarily in the United States. Following is an analysis of Fairfax’s gross and net reserves from APH exposures at year-end 2000 and 1999 and the movement in gross and net reserves for those years. 2000 1999 Gross (US$000) Net (US$000) Gross (US$000) Net (US$000) Provision for APH claims and LAE at January 1 2,634,714 962,394 864,196 595,952 APH losses and LAE incurred during the year 420,688 203,131 92,390 55,734 APH losses and LAE paid during the year (675,483) (139,873) (93,886) (72,930) Provision for APH claims and LAE at December 31 2,379,919 1,025,652 862,700 578,756 Dai Tokyo (UK) provision for APH claims and LAE at December 31 31,548 23,623 – – TIG provision for APH claims and LAE at December 31 International Insurance (TRG) provision for APH claims and LAE at December 31 Odyssey Re Stockholm provision for APH claims and LAE at December 31 Total provision for APH claims and LAE at December 31 Comprising: Outstanding IBNR Survival ratio – 3 year (before indemnifications) Survival ratio – 3 year (after indemnifications) – – – – – – 159,398 51,939 1,592,312 322,504 20,304 9,195 2,411,467 1,049,275 2,634,714 962,394 958,616 267,796 1,047,482 1,452,851 781,479 1,587,232 266,060 696,334 9.8 14.7 10.5 19.6 The 1999 comparatives have been restated to include other hazards claims for TRG and the APH claims and LAE for Odyssey Re Stockholm as at the end of the year; also, the net APH incurred and paid losses for 1999 now reflect the benefit of cessions under C&F’s vendor indemnity. The 2000 gross amount of US$2,411.5 million is included in the C$20,225.8 million shown as Provision for claims at December 31, 2000 on Fairfax’s balance sheet on page 29. The 3-year survival ratio represents the outstanding APH claims and LAE (including IBNR) at December 31 divided by the average paid APH claims for the last three years (including Fairfax’s effective 27.5% economic interest in International Insurance). The survival ratio after 74 indemnifications includes one-half of the remaining indemnifications at December 31, 2000 for Odyssey Reinsurance (New York) (an internal indemnification as described on page 79), CTR, Sphere Drake, C&F and International Insurance and one-half of the remaining Swiss Re cover. The increase in the gross and net incurred and paid APH claims during 2000, and the resulting reduction in the 3-year survival ratios, resulted from the inclusion of TRG in the 2000 activity and the buyback and cancellation of two major APH-exposed policies by two of the companies (net paid losses of $28 million). Fairfax’s 3-year survival ratio before and after indemnifications of 9.8 and 14.7 years respectively compares very favourably with A.M. Best Co’s 3-year average survival ratio of 7.8 years for the U.S. property and casualty insurance industry (as set out in their study of U.S. property and casualty insurers’ and reinsurers’ December 31, 1999 asbestos and environmental claims reserve information, published in ‘‘Best’s Viewpoint’’ dated October 26, 2000). A.M. Best’s 3-year average survival ratio was adjusted to exclude US$1.6 billion in 1999 Fibreboard asbestos products losses (US$1.1 billion – CNA; US$0.5 billion – Chubb). Excluding the above-mentioned buyback and cancellation of two major APH-exposed policies, Fairfax’s 3-year survival ratio, before and after indemnification, would be 11.1 and 16.7 years respectively. Many insurance coverage issues and circumstantial uncertainties make the estimation of these reserves very difficult. Inconsistencies among the States with regard to coverage, occurrence definitions and Superfund reform can all affect the outcome of APH claims. Also, during 2000, there was renewed asbestos liability activity primarily relating to the emergence of so-called non-products liability claims. Generally, as asbestos defendants, especially manufacturers of products containing asbestos, exhaust available product hazard coverage, they are increasingly seeking to expand available insurance coverage by alleging that the asbestos claims to which they are subject are not product hazard claims, but are rather so-called non-products claims for which the liability limits of their insurance have not been exhausted. These APH reserves are continuously monitored by management and are reviewed extensively by independent consulting actuaries. Fairfax is protected against adverse development of these reserves at Odyssey Reinsurance (New York) (by an internal indemnification described on page 79), CTR, Sphere Drake, C&F and International Insurance from their levels at the time of acquisition of those companies (December 31, 1992 in the case of International Insurance) to the extent of the available indemnifications obtained in connection with those acquisitions, as discussed under Indemnifications on page 79, and at all Fairfax subsidiaries (including TIG but otherwise not at subsidiaries acquired after 1998) by the Swiss Re cover. 75 FAIRFAX FINANCIAL HOLDINGS LIMITED Reinsurance Recoverables Fairfax’s subsidiaries purchase certain reinsurance so as to reduce their liability on the insurance and reinsurance risks which they write. Fairfax strives to minimize the credit risk of purchasing reinsurance through adherence to its internal reinsurance guidelines. To be an ongoing reinsurer of Fairfax, a company must have high A.M. Best and/or Standard & Poor’s ratings and maintain capital and surplus exceeding $500 million. Most of the reinsurance balances for reinsurers rated B++ and lower or which are not rated were inherited by Fairfax on acquisition of a subsidiary. The risk of uncollectible reinsurance has been mitigated by vendor indemnifications and the purchase of additional reinsurance protection, as outlined under Indemnifications below. The following table shows Fairfax’s top twenty reinsurance groups (based on gross reinsurance recoverable) at December 31, 2000. These twenty reinsurance groups represent 80.1% of Fairfax’s $11,099.5 million in total reinsurance recoverable (which total is net of bad debt reserves aggregating $919.9 million). Group Swiss Re General Electric Zurich Reinsurance Munich Re Xerox Equitas Great West Life Gerling Global Aegon St. Paul Ace Lloyd’s of London Underwriters Berkshire Hathaway CNA Royal Sun Alliance Hartford(4) KWELM Groupama Nationwide XL Other reinsurers Principal Reinsurers European Reinsurance Company of Zurich ERC Frankona Ruck Zurich Reinsurance (N.A.) Inc. American Reinsurance Ridge Reinsurance Equitas London Life & Casualty Reinsurance Gerling Global International Re ARC Re & Pyramid Insurance Companies Mountain Ridge Ins. Co. of N.A.(2) Insurance Co. of North America Lloyd’s of London Underwriters General Reinsurance Corp. (USA) Continental Casualty Security Ins. Co. of Hartford New England Re Walbrook GAN Life Nationwide Mutual Insurance Company NAC Re Total reinsurance recoverable Provision for uncollectible reinsurance Net reinsurance recoverable (1) Of principal reinsurer A.M. Best Rating (or S&P Gross Reinsurance equivalent)(1) Recoverable ($000) A++ A++ A+ A++ NR NR A AA–(3) NR NR A A A++ A A+ B+ NR A+ A+ A+ 1,488,805 977,006 769,614 763,845 640,228(2) 611,745 566,708 390,239 374,380(2) 342,186 318,936 307,528 288,835 220,581 164,367 161,183 140,093 135,623 120,122 110,923 3,126,462 12,019,409 919,947 11,099,462 (2) Fully secured by letters of credit and/or trust funds (gross reinsurance recoverable from Mountain Ridge is $188.5 million) (3) S&P rating (4) Rated A+ by A.M. Best 76 The following table shows the classification of the total reinsurance recoverable by credit rating of the responsible reinsurers: A.M. Best Gross Rating (or S&P Reinsurance equivalent) Recoverable ($000) Outstanding Balances for which Provision Net for Unsecured Security Uncollectible Reinsurance is Held Reinsurance Recoverable ($000) ($000) ($000) A++ A+ A A– B++ B+ B C/D E 2,824,600 2,221,131 2,492,249 281,000 102,262 336,667 19,669 92,528 81,284 165,617 545,891 737,658 25,145 10,135 31,144 1,436 13,857 2,188 3,258 5,259 4,569 2,110 879 3,064 4,242 2,957 7,074 2,655,725 1,669,981 1,750,022 253,745 91,248 302,459 13,991 75,714 72,022 Not rated 3,568,019 1,964,327 751,795 851,897 Total reinsurance recoverable 12,019,409 3,497,398 785,207 7,736,804 Provision for uncollectible reinsurance – specific – general Net reinsurance recoverable 785,207 134,740 11,099,462 To support gross reinsurance recoverable balances, Fairfax has the benefit of letters of credit, trust funds or offsetting balances payable totalling $3,497.4 million, as follows: for reinsurers rated A– or better, Fairfax has security of $1,474.3 million against outstanding reinsurance recoverable of $7,819.0 million; for reinsurers rated B++ or lower, Fairfax has security of $58.8 million against outstanding reinsurance recoverable of $632.4 million; and for unrated reinsurers, Fairfax has security of $1,964.3 million against outstanding reinsurance recoverable of $3,568.0 million. Equitas and Lloyd’s are also required to maintain funds in Canada and the United States which are monitored by the applicable regulatory authorities. Fairfax has an aggregate provision for uncollectible reinsurance of $919.9 million at December 31, 2000 (of which only $15.2 million relates to reinsurers rated A– or higher) compared with unsecured reinsurance recoverable from reinsurers rated B++ or lower and unrated reinsurers totalling $2,177.3 million. Fairfax believes that this provision provides for all likely losses arising from uncollectible reinsurance at December 31, 2000. Approximately 44% of the reinsurance balances for reinsurers rated B+ or lower or which are unrated were inherited on the acquisition of TRG in 1999. Fairfax purchased 100% of TRG’s voting common shares for US$97 million which represents an effective 27.5% economic 77 FAIRFAX FINANCIAL HOLDINGS LIMITED interest in TRG’s results of operations and net assets. Xerox retains all of TRG’s participating non-voting preferred shares resulting in an effective 72.5% economic interest in TRG’s results of operations and net assets. Xerox’s wholly-owned subsidiary, Ridge Re, also provides TRG’s wholly-owned subsidiary, International Insurance, with the vendor indemnity (unutilized coverage of $228 million at December 31, 2000) referred to under Indemnifications below. TRG’s cessions to Ridge Re are fully collateralized by letters of credit in the same amount as the cessions. Accordingly, Fairfax’s exposure to loss is limited to its US$97 million investment. The following table shows the classification of the total reinsurance recoverable, excluding TRG-related balances, by credit rating of the responsible reinsurers: A.M. Best Gross Rating (or S&P Reinsurance equivalent) Recoverable ($000) Outstanding Balances for which Provision for Net Unsecured Security Uncollectible Reinsurance is Held Reinsurance Recoverable ($000) ($000) ($000) A++ A+ A A– B++ B+ B C/D E 2,642,861 1,959,856 2,121,713 253,748 78,078 240,723 12,382 92,049 56,752 113,775 508,047 731,564 21,737 9,598 30,318 904 13,857 2,188 2,749 2,526,337 406 1,451,403 4,171 1,413 75 2,612 4,171 2,852 4,279 1,385,978 230,598 68,405 207,793 7,307 75,340 50,285 Total reinsurance recoverable 9,332,937 2,931,899 126,657 6,274,381 Not rated 1,874,775 1,499,911 103,929 270,935 Provision for uncollectible reinsurance – specific – general Net reinsurance recoverable 126,657 134,740 9,071,540 Excluding TRG-related balances, Fairfax has gross outstanding reinsurance balances for reinsurers which are rated B+ or lower or which are unrated of $2,276.7 million for which it holds security of $1,547.2 million and has an aggregate provision for uncollectible reinsurance of $252.6 million (35% of the net exposure prior to such provision), leaving a net exposure of $476.9 million. Fairfax is protected against adverse development of the reserves and unrecoverable reinsurance at Odyssey Reinsurance (New York) (by an internal indemnification described under Indemnifications below), CTR, Sphere Drake, C&F and International Insurance from their levels at the time of acquisition of those companies (December 31, 1992 in the case of International Insurance) to the extent of the available indemnifications obtained in connection with those acquisitions, as discussed under Indemnifications below. In addition, Fairfax has a US$1 billion cover from Swiss Re protecting it from adverse development in its 78 subsidiaries’ (including TIG but otherwise not including subsidiaries acquired after 1998) claims reserves and uncollectible reinsurance at December 31, 1998. Indemnifications Shown below are the continuing indemnifications originally received by Fairfax on the acquisition of its various insurance and reinsurance subsidiaries. These indemnifications protect Fairfax from adverse development in the respective companies’ claims reserves and unrecoverable reinsurance as at the end (or, as regards C&F, as of August 13) of the respective original years shown. Those indemnifications for which a settlement year is shown will be settled as of the end of the respective settlement years shown. The protected net reserves represent the respective companies’ carried reserves, net of reinsurance recoverable, at December 31, 2000, which are subject to the related indemnification. During 1999, the indemnity in respect of Odyssey Reinsurance (New York) was assumed by a Fairfax reinsurance subsidiary in consideration of a cash payment made to that reinsurer, which Fairfax believes represented fair value to assume that indemnity. Unused Indemnifications Protected Net Reserves at at December 31, Settlement December 31, Year Company Amount Amount 2000 Year (millions) (C$millions) (C$millions) 2000 (C$millions) 1992 International Insurance (TRG) US$ 578** 868** 228 None 446 1995* Odyssey Reinsurance (New York) 1995 CTR 1996 Sphere Drake 1998 C&F 1998 All Fairfax subsidiaries owned at the end of 1998 and TIG (Swiss Re cover) US$ 175 FF 250 US$ 171 263 54 257 US$ 368** 553** 134 23 47 259 2005 2005 2006 None 1,395 232 649 1,927 US$1,000*** 1,502 715 None 6,858 2,629 1,178 * This indemnity is provided by a Fairfax reinsurance subsidiary, as described above. ** After coinsurance. *** Additional premium is payable as additional losses are ceded to this cover. Excluding International Insurance, at December 31, 2000 the unused indemnifications amount to 17% of protected net reserves. The company has negotiated final settlement of the CTR indemnity, with closing subject to completion of final documentation. Insurance Environment The property and casualty insurance market continued to be very competitive in 2000 with combined ratios in Canada and the U.S. expected to be approximately 108% and 110% respectively, versus 105% and 108% respectively in 1999. Adverse development from very 79 FAIRFAX FINANCIAL HOLDINGS LIMITED inadequate pricing and 1999 year-end catastrophes negatively impacted on 2000 combined ratios. Significant restructuring and consolidation continues to take place in the industry. While prices started to increase in 2000, continued significant price increases are required to return the insurance industry to pricing adequacy and underwriting profitability. The industry continues to be highly competitive and significant excess capital and underwriting capacity remain to take advantage of firming prices. Acquisitions Effective August 31, 2000, C&F acquired Sen-Tech International Holdings, Inc. (and its wholly- owned subsidiary, Seneca Insurance Company, Inc. of New York). Effective December 21, 2000, C&F also purchased Transnational Insurance Company (a licensed excess and surplus lines shell company). The balance sheets of the two companies upon acquisition were as follows: Seneca (US$ millions) Transnational (US$ millions) Investments, including cash Accounts receivable, including reinsurance Other assets Total assets Provision for claims Other liabilities Shareholders’ equity 102 63 13 178 78 41 59 15 – – 15 – – 15 The acquisition prices of US$65 million ($96 million) for the common shares of Seneca and US$17 million ($26 million) for the common shares of Transnational were paid in cash. 80 Interest and Dividend Income The majority of interest and dividend income is earned by the insurance, reinsurance and runoff companies. Upon the acquisitions noted below, the respective amounts shown below were added to the company’s portfolio investments. Acquisition Date Company Acquired March 21, 1990 November 14, 1990 December 31, 1993 November 30, 1994 May 31, 1996 February 27, 1997 December 3, 1997 August 13, 1998 September 4, 1998 April 13, 1999 August 11, 1999 Federated Commonwealth Ranger Lombard (including CRC (Bermuda)) Odyssey Reinsurance (New York) CTR Sphere Drake Crum & Forster Odyssey Re Stockholm TIG TRG Portfolio Investments ($ millions) 101 130 400 684 1,490 764 1,068 4,955 831 5,597 1,670 Average Investments Interest and Dividend Income Pre-Tax After-Tax at Book Value Amount ($000) ($000) Yield (%) Per Share ($) Amount ($000) Yield (%) Per Share ($) 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 29,060 64,181 109,825 130,782 135,703 237,868 338,461 366,481 418,207 852,010 1,608,054 2,445 4,678 8,042 8,922 11,628 20,704 26,051 23,988 23,251 58,219 89,354 2,548,076 151,387 4,584,569 254,562 8,877,495 443,838 14,684,044 752,980 16,306,184 818,069 8.45 7.29 7.32 6.82 8.57 8.70 7.70 6.55 5.56 6.83 5.56 5.94 5.55 5.00 5.13 5.02 0.87 0.96 1.10 1.22 1.51 2.75 4.44 4.17 3.78 7.12 10.00 15.42 23.64 37.37 56.48 62.10 1,271 2,522 5,499 6,618 8,537 14,017 17,731 17,749 17,994 39,608 73,664 111,458 174,408 337,519 492,033 578,377 4.37 3.93 5.01 5.06 6.29 5.89 5.24 4.84 4.30 4.65 4.58 4.37 3.80 3.80 3.35 3.55 0.45 0.52 0.77 0.90 1.11 1.86 3.02 3.09 2.92 4.85 8.25 11.35 16.19 28.42 36.91 43.91 Interest and dividend income increased in 2000 due to the inclusion of TIG and TRG for a full year in 2000 compared with nine months and four months, respectively, in 1999. As shown, the pre-tax income yield decreased in 2000 to 5.02% due to lower interest rates, partially offset by a weaker Canadian dollar. The after-tax income yield increased in 2000 because of more investment income earned in lower tax rate jurisdictions. Since 1985, pre-tax interest and dividend income per share has compounded at 32.9% per year. 81 FAIRFAX FINANCIAL HOLDINGS LIMITED Investments for the past sixteen years are shown in the following table, the first five columns of which show them at their average carrying values for each year, and the final two columns of which show them at year-end. Cash and Short Term Investments ($000) Bonds Preferreds Common ($000) ($000) ($000) Average ($000) Year-End Per Share ($) ($000) Total Investments 10,526 16,605 28,025 29,843 20,623 33,596 60,099 77,929 102,968 226,205 297,989 15,388 24,523 26,242 23,575 28,528 99,220 140,177 108,818 732 7,979 16,516 25,191 32,212 45,652 75,685 99,821 2,414 15,074 39,042 52,173 54,340 59,400 62,500 79,913 90,682 118,604 105,953 29,060 64,181 109,825 130,782 135,703 237,868 338,461 366,481 418,207 32,728 95,633 124,016 137,548 133,858 335,740 341,180 396,240 848,774 303,859 132,138 189,808 852,010 1,551,343 796,310 157,017 356,738 1,608,054 1,668,656 470,651 1,462,064 168,438 446,923 2,548,076 3,454,521 822,569 2,989,063 226,936 546,001 4,584,569 5,795,703 1,116,239 6,856,713 213,311 691,232 8,877,495 12,108,374 6.55 13.65 16.90 18.79 18.30 61.30 62.54 65.44 106.70 173.25 188.14 330.07 520.62 998.03 1,858,597 11,583,341 144,454 1,097,653 14,684,045 17,478,710 1,298.57 2,530,149 12,532,538 102,070 1,141,427 16,306,184 15,290,739 1,167.15 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 Total investments and total investments per share decreased at year-end 2000 due to the payment of claims by the U.S. insurance companies while realizing lower premium volumes as those companies re-underwrote their business, the ongoing reduction of the runoff claims portfolios and the payment of 1999 catastrophe losses, partially offset by a weaker Canadian dollar. Since 1985, investments per share have compounded at 41.3% per year. 82 The breakdown of the fixed income portfolio, by the higher of the S&P and Moody’s credit ratings, as at December 31, 2000 was as follows: Credit Rating AAA AA A BBB BB B C NR Total Book Value ($000) 6,127,028 1,450,693 2,590,931 1,478,599 58,156 20,551 20,372 11,986 Market Value ($000) Unrealized gain/(loss) ($000) 5,974,621 1,395,031 2,470,329 1,375,829 39,691 17,739 10,359 11,416 (152,407) (55,662) (120,602) (102,770) (18,465) (2,812) (10,013) (570) 11,758,316 11,295,015 (463,301) 86.5% of the fixed income portfolio is rated A or better. Return on Investment Portfolio The following table shows the performance of the investment portfolio for the past sixteen years. The total return includes all interest and dividend income, gains (losses) on the disposal of securities and the change in the unrealized gains (losses) during the year. Average Interest and Investments Dividends Earned ($000) at Book Value ($000) 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 29,060 64,181 109,825 130,782 135,703 237,868 338,461 366,481 418,207 852,010 1,608,054 2,548,076 4,584,569 8,877,495 14,684,045 16,306,184 2,455 4,678 8,042 8,922 11,628 20,704 26,051 23,988 23,251 58,219 89,354 151,387 254,562 443,838 752,980 818,069 Realized Gains (Losses) after Provisions ($000) Change in Unrealized Gains (Losses) ($000) 459 952 9,159 7,802 15,458 2,278 (4,512) 3,400 27,822 20,026 71,912 131,274 206,773 440,785 878 (352) (7,976) 12,131 (6,272) (32,943) 27,866 (11,197) 28,792 (42,407) 45,438 112,676 (4,479) (117,169) Total Return on Average Investments (%) ($000) 3,792 5,278 9,225 28,855 20,814 13 8 8 22 15 (9,961) (4) 49,405 16,191 79,865 35,838 206,704 395,337 456,856 767,454 15 4 19 4 13 16 10 9 121,670 (1,232,111) 382,849 737,425 (357,461) 1,938,343 (2) 12 83 FAIRFAX FINANCIAL HOLDINGS LIMITED Investment gains (losses) have been an important component of Fairfax’s net earnings since 1985. The amount has fluctuated significantly from period to period, but the amount of investment gains (losses) for any period has no predictive value and variations in amount from period to period have no practical analytic value. At December 31, 2000, the aggregate provision for losses on investments was $22.7 million (1999 – $26.4 million). At December 31, 2000 the Fairfax investment portfolio had an unrealized loss of $489.2 million compared to an unrealized loss at December 31, 1999 of $1,226.6 million. The company has a long term value-oriented investment philosophy. It continues to expect fluctuations in the stock market. Capital Resources At December 31, 2000, total capital, comprising shareholders’ equity and non-controlling (minority) interests, was $4,025.5 million, compared to $3,917.6 million at December 31, 1999. The following table shows the level of capital as at December 31 for the past five years: 2000 1999 1998 ($ millions) 1997 1996 Non-controlling interests 645.2 601.6 87.9 20.5 21.0 Common shareholders’ equity 3,180.3 3,116.0 2,238.9 1,395.7 911.1 Preferred stock 200.0 200.0 – – – 4,025.5 3,917.6 2,326.8 1,416.2 932.1 Fairfax’s consolidated balance sheet as at December 31, 2000 continues to reflect significant financial strength. Fairfax’s common shareholders’ equity has increased from $3,116.0 million at December 31, 1999 to $3,180.3 million at December 31, 2000. The company has issued and repurchased common shares over the last five years as follows: Date 1996 – issue of shares – repurchase of shares 1997 – issue of shares – repurchase of shares 1998 – issue of shares 1999 – issue of shares – repurchase of shares 2000 – repurchase of shares Number of subordinate voting shares Average issue/repurchase price per share ($) Net proceeds/ repurchase cost ($ millions) 1,600,000 (3,500) 671,472 (5,100) 1,000,000 2,000,000 (706,103) (325,309) 187.81 160.07 393.30 308.82 475.00 500.00 292.88 183.47 288.3 (0.6) 253.7 (1.6) 455.6 959.7 (206.8) (59.7) Fairfax’s indirect ownership of its own shares through The Sixty Two Investment Company Limited results in an effective reduction of shares outstanding by 799,230, and this reduction has been reflected in the earnings per share and book value per share figures. 84 A common measure of capital adequacy in the property and casualty industry is the premiums to surplus (or common shareholders’ equity) ratio. This is shown for the insurance and reinsurance subsidiaries of Fairfax for the past five years in the following table: Net Premiums Written to Surplus (Common Shareholders’ Equity) 1998 1999 1997 2000 1996 Insurance Commonwealth Crum & Forster Falcon Federated Lombard Markel Ranger TIG Specialty Insurance Reinsurance Odyssey America Re Canadian insurance industry U.S. insurance industry 0.5 0.5 0.3 1.7 2.0 1.4 0.4 0.8 0.7 1.3 0.9 0.3 0.6 0.3 1.6 1.7 1.1 0.8 1.1 0.6 1.2 0.8 0.5 0.7 0.1 1.6 1.7 1.3 1.2 – 0.5 1.2 0.8 0.6 0.6 – – 1.2 1.4 0.9 1.1 – 0.5 1.2 0.9 – – 1.2 1.7 1.2 1.1 – 0.6 1.3 1.0 Effective July 1, 2000, CTR’s European property and casualty business was being written through Odyssey America Re’s Paris branch and effective January 1, 2001, its Asian property and casualty business was being written through Odyssey America Re’s Singapore branch. In Canada, property and casualty companies are regulated by the Office of the Superintendent of Financial Institutions on the basis of their Section 516 surplus. At December 31, 2000, Fairfax’s Canadian property and casualty insurance subsidiaries had a combined Section 516 surplus of approximately $241 million (1999 – $233 million) in excess of minimum requirements. In the U.S., the National Association of Insurance Commissioners (NAIC) has developed a model law and risk-based capital (RBC) formula designed to help regulators identify property and casualty insurers that may be inadequately capitalized. Under the NAIC’s requirements, an insurer must maintain total capital and surplus above a calculated threshold or face varying levels of regulatory action. The threshold is based on a formula that attempts to quantify the risk of a company’s insurance, investment and other business activities. Fairfax does not anticipate any adverse effects of such requirements. At the end of 2000, the U.S. insurance and reinsurance subsidiaries had capital and surplus in excess of the regulatory minimum requirement of two times the authorized control level – except for TIG, each subsidiary had capital and surplus in excess of three times the authorized control level. The company’s objective is for TIG to have capital and surplus in excess of three times the authorized control level by the end of 2002. Subsequent to December 31, 2000 Fairfax contributed additional capital of $167 million (US$111 million) to TIG as part of its commitment to strengthen TIG’s capital ratio. TIG does not intend to pay dividends until it has capital and surplus in excess of three times the authorized control level. 85 FAIRFAX FINANCIAL HOLDINGS LIMITED Fairfax and its insurance and reinsurance subsidiaries are rated as follows by the respective rating agencies: Fairfax Commonwealth Crum & Forster Falcon Federated Lombard Markel Ranger TIG Specialty Insurance CRC (Bermuda) CTR Odyssey America Re ORC Re Wentworth A.M. Best Standard & Poor’s Fitch DBRS Moody’s – A A– – A– A– A– B++ A A– A– A – A BBB- BBB+ BBB+ BBB+ BBB+ BBB+ BBB+ – BBB+ – BBB+ BBB+ – – BBB* BBB+ A A – A A A A A – A A A – – – – – – – – – – – – – Baa3 – Baa2 – – – – – – – Baa1 – – * Fairfax’s claims paying ability is rated a by Fitch. Liquidity The purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they fall due. Fairfax’s combined holding company income statement is disclosed, and its composition is explained, on page 99. As shown, the holding companies had revenue of $392.1 million in 2000, consisting of dividends from their insurance and reinsurance subsidiaries ($322.8 million), interest income ($21.1 million), management fees ($24.4 million) and realized gains ($23.8 million). After interest expense ($165.3 million), operating expenses ($51.0 million) and non-recurring expenses ($22.7 million), the holding companies had pre- tax earnings of $153.0 million. The operating expenses include, besides administration expenses, the cost of Fairfax’s corporate catastrophe cover and certain systems and other costs of insurance subsidiaries reimbursed by the holding companies. The non-recurring expenses include certain C&F restructuring costs reimbursed by the holding companies and the amortization of note issuance costs. This income statement shows that in 2000, Fairfax comfortably met all its obligations from internal sources. In 2001, Fairfax continues to have access to dividends and management fees and should again meet all its debt service and overhead obligations from internal sources. At the end of 2000, Fairfax had a large cash and marketable securities holding of $545.4 million available to meet unexpected requirements. The cash in the holding company would permit Fairfax to meet its net interest, preferred dividend and other overhead expenses for approximately two years, without access to any dividends from its insurance and reinsurance 86 subsidiaries. As noted on page 85, subsequent to December 31, 2000 Fairfax contributed additional capital of $167 million to TIG out of its cash holding. Also, Fairfax has in excess of $1.25 billion of unsecured, committed bank lines, of which $885 million are five-year lines (subject to reduction over the last three years of the five-year term if they are not renewed) and the remainder are non-renewed lines reducing over the period to 2004. The company has used $340 million of the credit available under the lines for the issuance of letters of credit in support of its subsidiaries’ reinsurance obligations, principally relating to intercompany reinsurance of subsidiaries. The only significant covenant attached to these lines is a covenant to maintain a net debt to equity ratio not exceeding 1:1 (currently, that ratio is 0.35:1). The company manages its debt levels based on the following financial measurements and ratios (with Lindsey Morden equity accounted): Cash and marketable securities Long term debt Net debt Common shareholders’ equity Preferred shares and trust preferred 2000 1999 545.4 1,851.4 1,306.0 3,180.3 712.7 1,959.0 1,246.3 3,116.0 1998 ($ millions) 305.4 1,444.4 1,139.0 2,238.9 1997 1996 207.1 718.4 511.3 1,395.7 101.1 470.5 369.4 911.1 securities of subsidiaries 592.0 578.8 – – – Total equity Net debt/equity Net debt/total capital Net debt/earnings Interest coverage 3,772.3 3,694.8 2,238.9 1,395.7 911.1 35% 26% 9.5x 0.9x 34% 25% 10.0x 0.7x 51% 34% 3.1x 6.6x 37% 27% 2.2x 8.7x 41% 29% 2.4x 6.2x The company’s financial position remains strong. The slight increase in net debt/equity and net debt/total capital ratios in 2000 is principally due to the weakening of the Canadian dollar against the U.S. dollar, which increases the Canadian dollar value of the company’s U.S. dollar denominated debt (notwithstanding that that increase is offset by an equivalent increase in the dollar value of the company’s U.S. assets). Excluding the impact of the U.S. dollar/Canadian dollar exchange rate movement in 2000, the company’s net debt/equity ratio would be 33% and its net debt/total capital ratio would be 25%. During 2000, the company repaid the vendor note given on the acquisition of Odyssey Re Stockholm ($53.9 million), TRG’s long term debt ($60.2 million) and, to the extent required annually, long term debt of TIG ($12.4 million), amounting to an aggregate of $126.5 million, from subsidiary company dividends and cash flow. The company also repaid TIG’s mandatory redeemable preferred stock of $36.3 million from holding company cash. Other than annual repayments on TIG’s long term debt, the company does not have any long term debt or preferred security maturities until 2003, during which year $379.5 million comes due. The recent net debt/earnings and interest coverage ratios reflect the company’s low level of earnings in 1999 and 2000. 87 FAIRFAX FINANCIAL HOLDINGS LIMITED The company intends to examine instituting a dividend in 2001 at an annual rate of $1 or $2 per share (see page 10 of the Chairman’s message). Issues and Risks The following issues and risks, among others, should also be considered in evaluating the outlook of the company. Claims Reserves The major risk that all property and casualty insurance and reinsurance companies face is that the provision for claims is an estimate and may be found to be deficient in the future for a variety of reasons including unpredictable jury verdicts, expansion of insurance coverage to include exposures not contemplated at the time of policy issue (e.g. asbestos, pollution, breast implants), and poor weather. Fairfax’s gross provision for claims was $20,225.8 million as at December 31, 2000. Reinsurance Recoverables Most insurance and reinsurance companies reduce their liability for any individual claim by reinsuring amounts in excess of the maximum they want to retain. This third party reinsurance does not relieve the company of its primary obligation to the insured. Reinsurance recoverables can become an issue mainly due to solvency credit concerns, given the long time period over which claims are paid and the resulting recoveries are received from the reinsurers, or policy disputes. Fairfax had $11,099.5 million recoverable from reinsurers as at December 31, 2000. Catastrophe Exposure Insurance and reinsurance companies are subject to losses from catastrophes like earthquakes, windstorms or hailstorms, which are unpredictable and can be very significant. Prices Prices in the insurance and reinsurance industry are cyclical and can fluctuate quite dramatically. With under-reserving, competitors can price below underlying costs for many years and still survive. Foreign Exchange The company has assets, liabilities, revenue and costs that are subject to currency fluctuations, particularly in the U.S. dollar but also other foreign currencies. These currency fluctuations have been and can be very significant. Cost of Revenue Unlike most businesses, the insurance and reinsurance business can have enormous costs that can significantly exceed the premiums received on the underlying policies. Similar to short selling in the stock market (selling shares not owned), there is no limit to the losses that can arise from most insurance policies, even though most contracts have policy limits. 88 Regulation Insurance and reinsurance companies are regulated businesses which means that except as permitted by applicable regulation, Fairfax does not have access to its insurance and reinsurance subsidiaries’ net income and shareholders’ capital without the requisite approval of applicable insurance regulatory authorities. Taxation Realization of the future income taxes asset is dependent upon the generation of taxable income in those jurisdictions where the relevant tax losses and other timing differences exist. Common Stock Holdings The company has common stocks in its portfolio, the market value of which is exposed to fluctuations in the stock market. Goodwill Most of the goodwill on the balance sheet comes from Lindsey Morden. Continued profitability is essential for there to be no deterioration in the carrying value of the goodwill. Ratings The company has reasonable claims paying and debt ratings by the major rating agencies in North America. As financial stability is very important to its customers, the company is vulnerable to downgrades by the rating agencies. Holding Company Being a small holding company, Fairfax is very dependent on strong operating management, which makes it vulnerable to management turnover. Quarterly Data (unaudited) (in $ millions except per share data) Years ended December 31 2000 Revenue First quarter Second quarter Third quarter Fourth quarter Full year 1,485.6* 1,537.8* 1,345.4* 1,819.7 6,188.5 Net earnings (loss) Net earnings (loss) per share 35.9 $2.58 83.6 $5.95 (22.1) $(1.93) 40.0 $2.81 137.4 $9.41 1999 Revenue 1,023.2 1,569.9 1,501.9 1,693.5 5,788.5 Net earnings (loss) Net earnings (loss) per share 78.1 $6.37 40.9 $2.82 35.3 $2.45 (30.1) $(2.44) 124.2 $9.20 * Reclassified to conform with year-end presentation 89 FAIRFAX FINANCIAL HOLDINGS LIMITED Stock Prices Below are The Toronto Stock Exchange high, low and closing prices of subordinate voting shares of Fairfax for each quarter of 2000 and 1999. First quarter ($) Second quarter ($) Third quarter ($) Fourth quarter ($) 246.00 146.75 178.00 610.00 415.00 440.00 194.00 150.00 162.00 460.00 361.00 395.00 201.00 161.00 188.25 425.00 194.00 220.00 242.20 176.00 228.50 279.50 180.00 245.50 2000 High Low Close 1999 High Low Close 90 (This page intentionally left blank) 91 FAIRFAX FINANCIAL HOLDINGS LIMITED Fairfax Insurance and Reinsurance Companies Combined Balance Sheets as at December 31, 2000 and 1999 (unaudited) Assets Accounts receivable and other ************************* Recoverable from reinsurers *************************** Income taxes refundable ****************************** Portfolio investments (at book value) Cash and short term investments ********************** Bonds************************************************ Preferred stocks *************************************** Common stocks ************************************** Real estate ******************************************* Investments in Hub and Zenith************************ Deferred premium acquisition costs ******************** Future income taxes ********************************** Capital assets ***************************************** Other assets ****************************************** Liabilities Accounts payable and accrued liabilities**************** Funds withheld payable to reinsurers ****************** Income taxes payable ********************************* Provision for claims*********************************** Unearned premiums ********************************** Long term debt *************************************** Shareholders’ Equity Capital stock ***************************************** Contributed surplus*********************************** Retained earnings************************************* 92 2000 ($000) 1999 ($000) 2,677,220 7,224,342 67,496 2,148,313 7,793,632 – 9,969,058 9,941,945 1,437,086 9,939,970 70,212 562,270 64,643 1,321,018 11,531,924 116,549 1,491,311 48,790 12,074,181 14,509,593 396,539 382,898 989,838 98,758 12,526 363,380 336,874 893,742 46,854 27,426 23,923,798 26,119,814 1,135,229 1,324,680 – 1,148,744 1,198,516 57,070 2,459,909 2,404,330 14,958,155 17,168,763 2,233,333 2,050,160 27,766 40,211 17,219,254 19,259,134 2,965,571 3,331,453 698,675 580,389 39,542 1,085,355 4,244,635 4,456,350 23,923,798 26,119,814 Fairfax Insurance and Reinsurance Companies Combined Statements of Earnings for the years ended December 31, 2000 and 1999 (unaudited) Revenue 2000 ($000) 1999 ($000) Gross premiums written ********************************** 5,524,524 5,540,508 Net premiums written ************************************ 4,335,093 4,022,541 Net premiums earned ************************************* 4,297,346 4,232,251 Expenses Losses on claims****************************************** Operating expenses *************************************** Commissions, net **************************************** 3,484,264 3,346,505 674,128 837,755 633,114 869,696 4,996,147 4,849,315 Underwriting loss *************************************** (698,801) (617,064) Investment and other income (expense) Interest and dividends ************************************ Realized gains on investments***************************** Other**************************************************** 593,512 90,297 683,809 (55,497) 711,475 149,678 861,153 (63,082) 628,312 798,071 Earnings (loss) before income taxes********************* Provision for (recovery of) income taxes ******************* (70,489) 181,007 (281,706) (143,740) Net earnings ********************************************* 211,217 324,747 Loss ratio************************************************* Expense ratio ******************************************** 81.1% 35.2% 79.1% 35.5% Combined ratio ****************************************** 116.3% 114.6% Fairfax Insurance and Reinsurance Companies Fairfax’s insurance business is conducted by a number of subsidiaries. These subsidiaries underwrite a wide range of commercial and personal property, oil and gas, casualty and life insurance and property, casualty and life reinsurance in Canada, the United States and internationally. 93 FAIRFAX FINANCIAL HOLDINGS LIMITED Fairfax with Equity Accounting of Lindsey Morden Consolidated Balance Sheets as at December 31, 2000 and 1999 (unaudited) 2000 ($000) 1999 ($000) Assets Cash and short term investments **************************** 450,205 Marketable securities **************************************** 95,235 Accounts receivable and other ******************************* 2,745,337 Recoverable from reinsurers ********************************** 11,099,462 Income taxes refundable************************************* 155 613,197 99,479 2,414,017 9,743,256 96,812 14,390,394 12,966,761 Portfolio investments Subsidiary cash and short term investments (market value – $1,954,096; 1999 – $1,844,218) **************************** 1,954,096 1,844,218 Bonds (market value – $11,295,015; 1999 – $12,065,723)*********** 11,758,316 13,306,760 Preferred stocks (market value – $69,522; 1999 – $132,614)****************** 70,212 133,928 Common stocks (market value – $859,751; 1999 – $1,403,367)*************** Real estate (market value – $76,347; 1999 – $80,735) ********** 884,948 76,347 Total (market value – $14,254,731; 1999 – $15,526,657) ********* 14,743,919 Investment in Lindsey Morden******************************* Investments in Hub and Zenith National ********************* Deferred premium acquisition costs ************************** Future income taxes ***************************************** Capital assets *********************************************** Goodwill *************************************************** Other assets************************************************* 101,927 396,539 386,689 1,273,899 110,936 34,074 65,751 1,387,628 80,735 16,753,269 104,607 363,380 361,146 890,574 89,567 6,690 95,103 31,504,128 31,631,097 Liabilities Accounts payable and accrued liabilities ********************** Funds withheld payable to reinsurers ************************* 1,374,629 1,325,320 2,699,949 Provision for claims ***************************************** 20,225,831 Unearned premiums***************************************** 2,252,312 Long term debt ********************************************* 1,851,378 Trust preferred securities of subsidiaries *********************** 392,022 1,296,872 1,198,516 2,495,388 20,442,199 2,276,344 1,959,042 378,789 Non-controlling interest ************************************* Excess of net assets acquired over purchase price paid ********* 572,522 129,808 529,113 234,243 24,721,543 25,056,374 Shareholders’ Equity Common stock ********************************************* Preferred stock ********************************************** Retained earnings ******************************************* 2,012,916 200,000 1,167,390 2,066,297 200,000 1,049,682 3,380,306 3,315,979 31,504,128 31,631,097 94 Fairfax with Equity Accounting of Lindsey Morden Consolidated Statements of Earnings for the years ended December 31, 2000 and 1999 (unaudited) Revenue 2000 ($000) 1999 ($000) Gross premiums written ********************************* 6,054,324 5,707,518 Net premiums written *********************************** 4,566,478 4,151,129 Net premiums earned *********************************** Interest and dividends*********************************** Realized gains on investments *************************** Equity (loss) earnings of Lindsey Morden ***************** Expenses Losses on claims **************************************** Operating expenses ************************************* Commissions, net *************************************** Interest expense **************************************** Restructuring and other costs **************************** Kingsmead losses *************************************** Negative goodwill *************************************** 4,610,662 4,470,719 818,069 378,305 (15,387) 752,980 121,670 2,784 5,791,649 5,348,153 3,874,882 3,578,337 909,243 885,247 164,743 16,402 32,963 (79,245) 796,040 869,696 129,262 – – – 5,804,235 5,373,335 Earnings (loss) before income taxes ******************* Provision for (recovery of) income taxes ****************** (12,586) (25,182) (173,306) (158,023) Net earnings before non-controlling interest ********* Non-controlling interest ********************************* 160,720 (23,279) 132,841 (8,633) Net earnings ******************************************** 137,441 124,208 Net earnings per share ********************************* $ 9.41 $ 9.20 95 FAIRFAX FINANCIAL HOLDINGS LIMITED Lindsey Morden Group Inc. Consolidated Balance Sheets as at December 31, 2000 and 1999 Assets Cash ****************************************************** Accounts receivable***************************************** Claims in process******************************************* Temporary investment in common shares******************** Prepaid expenses ******************************************* Income taxes recoverable *********************************** Property and equipment ************************************ Goodwill ************************************************** Future income taxes **************************************** Other assets ************************************************ Liabilities Bank indebtedness****************************************** Accounts payable and accrued liabilities ********************* Income taxes payable *************************************** Current portion of long term debt *************************** Future income taxes **************************************** Long term debt ******************************************** Future employee benefits *********************************** Other liabilities********************************************* Shareholders’ Equity Share capital and contributed surplus ************************ Currency translation adjustment **************************** Retained earnings (deficit) ********************************** 2000 ($000) 1999 ($000) 1,380 89,493 52,083 – 5,499 7,027 155,482 29,816 225,578 9,039 25,003 2,488 95,275 56,355 10,277 3,989 2,687 171,071 32,656 239,409 7,038 23,333 444,918 473,507 42,469 89,513 8,505 2,249 6,647 149,383 133,524 5,725 3,121 43,801 80,682 10,825 2,165 10,084 147,557 132,840 13,435 2,586 291,753 296,418 167,458 147,090 (10,572) (3,721) (1,885) 31,884 153,165 177,089 444,918 473,507 96 Lindsey Morden Group Inc. Consolidated Statements of Earnings for the years ended December 31, 2000 and 1999 2000 ($000) 1999 ($000) Revenue ******************************************************* 376,943 443,085 Cost and expenses Cost of service ************************************************* Selling, general and administration ***************************** Interest******************************************************** Other ********************************************************* 305,756 333,870 69,652 14,857 13,838 76,898 12,148 – 404,103 422,916 Earnings (loss) before income taxes ************************** Provision for (recovery of) income taxes ************************* (27,160) (13,075) 20,169 5,938 Earnings (loss) before goodwill amortization**************** Goodwill amortization ******************************************* (14,085) 14,231 9,038 9,518 Net earnings (loss)********************************************* (23,123) 4,713 Consolidated Statements of Retained Earnings (Deficit) for the years ended December 31, 2000 and 1999 Retained earnings – beginning of year ************************ Net earnings (loss) for the year ********************************** Dividends paid ************************************************* 2000 ($000) 31,884 (23,123) 1999 ($000) 39,011 4,713 (12,482) (11,840) Retained earnings (deficit) – end of year********************** (3,721) 31,884 These condensed financial statements have been prepared from the Lindsey Morden Group Inc. audited consolidated financial statements as at and for the years ended December 31, 2000 and 1999, copies of which are available on request. 97 FAIRFAX FINANCIAL HOLDINGS LIMITED Fairfax Financial Holdings Limited Unconsolidated Balance Sheets as at December 31, 2000 and 1999 (unaudited) Assets Subsidiary companies Insurance companies ************************************* Reinsurance companies *********************************** Runoff companies **************************************** Hamblin Watsa******************************************* Noro **************************************************** Other investments****************************************** Cash and short term investments**************************** Marketable securities**************************************** Swiss Re recoverable **************************************** Other assets ************************************************ 2000 ($000) 1999 ($000) 2,405,841 2,302,193 1,614,983 1,400,716 407,884 601,584 2,567 8,304 10,606 3,967 1,372 10,606 4,450,185 4,320,438 450,205 95,235 165,466 44,256 613,197 99,479 225,365 49,033 5,205,347 5,307,512 Liabilities Accounts payable and other liabilities************************ Long term debt********************************************* 57,804 282,122 1,767,237 1,709,411 Shareholders’ Equity Common stock********************************************* Preferred stock ********************************************* Retained earnings ****************************************** 2,012,916 2,066,297 200,000 200,000 1,167,390 1,049,682 1,825,041 1,991,533 3,380,306 3,315,979 5,205,347 5,307,512 The investments in subsidiaries reflect the underlying equity of the subsidiaries. The investments in Hub International and Lindsey Morden are held through the company’s other subsidiaries. 98 Fairfax Financial Holdings Limited Unconsolidated Statements of Earnings (combined holding company income statements) for the years ended December 31, 2000 and 1999 (unaudited) Revenue Dividend income ******************************************** Interest income ********************************************** Management fees ******************************************** Realized gains (losses) **************************************** Expenses Interest expense ********************************************* Operating expenses ****************************************** Non-recurring expenses ************************************** 2000 ($000) 1999 ($000) 322,816 374,131 21,104 24,350 23,784 36,368 18,661 (46,496) 392,054 382,664 165,325 128,948 50,951 22,730 41,066 8,797 239,006 178,811 Earnings before income taxes ****************************** 153,048 203,853 Note: The combined holding company statements include the unconsolidated earnings statements of Fairfax Financial Holdings Limited, the Canadian holding company, and the U.S. holding companies which have issued long term debt or trust preferred securities and which carry out certain of Fairfax’s parent company corporate functions. These statements exclude intercompany arrangements other than dividends from subsidiaries, and exclude the combined holding company’s premium payments and recoveries under the corporate insurance cover with Swiss Re. None of the companies pays tax currently, and accordingly these statements are presented on a pre-tax basis. 99 FAIRFAX FINANCIAL HOLDINGS LIMITED APPENDIX GUIDING PRINCIPLES FOR FAIRFAX FINANCIAL HOLDINGS LIMITED OBJECTIVES: 1) We expect to earn long term returns on shareholders’ equity in excess of 20% annually by running Fairfax and its subsidiaries for the long term benefit of customers, employees and shareholders – at the expense of short term profits if necessary. Our focus is long term growth in book value per share and not quarterly earnings. We plan to grow through internal means as well as through friendly acquisitions. 2) We always want to be soundly financed. 3) We provide complete disclosure annually to our shareholders. STRUCTURE: 1) Our companies are decentralized and run by the presidents except for performance evaluation, succession planning, acquisitions and financing which are done by or with Fairfax. Cooperation among companies is encouraged to the benefit of Fairfax in total. 2) Complete and open communication between Fairfax and subsidiaries is an essential requirement at Fairfax. 3) Share ownership and large incentives are encouraged across the Group. 4) Fairfax will always be a very small holding company and not an operating company. VALUES: 1) Honesty and integrity are essential in all our relationships and will never be compromised. 2) We are results oriented – not political. 3) We are team players – no ‘‘egos’’. A confrontational style is not appropriate. We value loyalty – to Fairfax and our colleagues. 4) We are hard working but not at the expense of our families. 5) We always look at opportunities but emphasize downside protection and look for ways to minimize loss of capital. 6) We are entrepreneurial. We encourage calculated risk taking. It is all right to fail but we should learn from our mistakes. 7) We will never bet the company on any project or acquisition. 8) We believe in having fun – at work! 100 Consolidated Financial Summary (in $ millions except share and per share data)(1) Return on average shareholders’ equity Per Share Share- holders’ equity Net earnings – fully diluted Earnings before income taxes Revenue As at and for the years ended December 31: Net earnings Total assets(2) Invest- ments Share- Net holders’ equity debt(3) Shares outstanding (000) Closing share price 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 – 25.4% 31.3% 2.08 5.89 8.32 21.2% 10.13 20.3% 12.41 23.0% 17.29 21.3% 21.41 7.7% 23.76 20.3% 35.13 12.1% 43.77 20.1% 53.28 (1.89) 1.35 2.23 1.94 2.25 2.92 3.94 1.76 5.42 4.66 9.79 17.0 53.7 113.0 133.6 125.8 195.4 250.0 286.8 344.0 634.9 1,145.5 21.4% 87.05 15.36 1,475.8 20.4% 125.38 21.59 2,088.3 20.1% 184.54 32.63 3,574.3 4.3% 231.98 4.1% 242.75 9.20 9.41 5,788.5 6,188.5 (0.9) (0.9) 41.5 129.8 185.4 246.8 248.1 536.0 516.6 590.5 1,200.3 32.7 95.6 124.0 137.5 133.9 335.7 341.2 396.2 848.8 2,173.4 1,551.3 2,873.5 1,668.1 6.5 16.0 14.4 16.7 21.3 22.5 10.0 33.3 38.1 87.5 150.8 5,778.4 3,454.5 – 2.8 2.8 28.2 22.0 65.9 51.3 68.2 132.4 218.0 227.7 369.4 10.4 41.3 61.0 74.2 90.8 94.7 116.8 143.8 279.5 391.9 472.6 911.1 5,000 7,007 7,337 7,322 7,316 5,477 5,455 6,055 7,955 8,955 8,869 3.25(4) 12.75 12.37 15.00 18.75 11.00 21.25 25.00 61.25 67.00 98.00 10,466 290.00 232.5 10,207.3 5,795.7 511.3 1,395.7 11,132 320.00 387.5 20,886.7 12,108.4 1,139.0 2,238.9 12,132 540.00 124.2 31,979.1 17,434.9 1,246.3 3,116.0 13,426 245.50 137.4 31,833.3 15,290.7 1,306.0 3,180.3 13,101 228.50 9.1 18.2 21.3 19.2 23.2 32.5 7.0 46.7 46.0 95.9 187.3 336.0 484.8 (17.3) (32.9) (1) All share references are to common shares (2) Commencing in 1995, reflects a change in accounting policy for reinsurance recoverables (3) Total debt (beginning in 1994, net of cash in the holding company) with Lindsey Morden equity accounted (4) When current management took over in September 1985 101 FAIRFAX FINANCIAL HOLDINGS LIMITED Directors of the Company * Winslow W. Bennett President, Winwood Holdings Ltd. * Robbert Hartog President, Robhar Investments Ltd. Paul B. Ingrey (as of April 2001) Retired Reinsurance Executive and Corporate Director Kenneth R. Polley Chairman Lindsey Morden Group Inc. * V. Prem Watsa Chairman and Chief Executive Officer * Audit Committee Member Operating Management John Watson, Chairman Ronald Schwab, President Commonwealth Insurance Company Bruce Esselborn, Chairman Crum & Forster Holdings, Inc. Kenneth Kwok, President Falcon Insurance Company Limited John M. Paisley, President Federated Insurance Company of Canada Anthony F. Hamblin, President Hamblin Watsa Investment Counsel Ltd. Marty Hughes, Chairman Richard A. Gulliver, President Hub International Limited Kenneth R. Polley, Chairman J. Ferdinand Roibas, President Lindsey Morden Group Inc. Byron G. Messier, President Lombard General Insurance Company of Canada Mark J. Ram, President Markel Insurance Company of Canada Andrew A. Barnard, President Odyssey Re Group Ltd. Michael Wacek, President Odyssey Re – Americas Lucien Pietropoli, President Odyssey Re – Euro-Asia David Newman, CEO Newline Syndicate (Lloyd’s) Philip Broughton, President Ranger Insurance Company Courtney Smith, President TIG Specialty Insurance Company Michael A. Coutu, Chairman Dennis C. Gibbs, President TRG Holding Corporation Officers of the Company Trevor J. Ambridge Vice President and Chief Financial Officer Sam Chan Vice President Francis Chou Vice President Jean Cloutier Vice President J. Paul T. Fink Vice President Bradley P. Martin Vice President Elizabeth J. Murphy Vice President and Corporate Secretary Eric P. Salsberg Vice President, Corporate Affairs Ronald Schokking Vice President, Finance John C. Varnell Vice President V. Prem Watsa Chairman and Chief Executive Officer Officers of Fairfax Inc. Cindy Crandall, Vice President James F. Dowd, President Scott Galiardo, Vice President James Migliorini, Vice President Head Office 95 Wellington Street West Suite 800 Toronto, Ontario, Canada M5J 2N7 Telephone (416) 367-4941 Website www.fairfax.ca Auditors PricewaterhouseCoopers LLP General Counsel Torys Transfer Agent and Registrar CIBC Mellon Trust Company Share Listing The Toronto Stock Exchange Stock Symbol FFH Annual Meeting The annual meeting of shareholders of Fairfax Financial Holdings Limited will be held on Tuesday, April 17, 2001 at 9:30 a.m. in Room 106 at the Metro Toronto Convention Centre, 255 Front Street West, Toronto. 102